Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Background

As previously reported in the Current Report on Form 8-K filed by VisionWave Holdings, Inc. (the "Company") with the Securities and Exchange Commission (the "SEC") on July 21, 2026 (the "July 8-K"), on July 20, 2026, the Company entered into a Securities Purchase Agreement (the "SPA") with YA II PN, Ltd. (the "Investor") providing for the issuance and sale of convertible debentures in an aggregate principal amount of up to $15,000,000, at a purchase price equal to 85% of principal amount, in two closings. At the first closing on July 20, 2026, the Company issued to the Investor a convertible debenture in the principal amount of $10,000,000 (the "July Debenture") and a warrant to purchase 1,800,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), at an exercise price of $5.00 per share. The SPA provided for a second closing of $5,000,000 in principal amount of convertible debentures (the "Second Closing") upon the satisfaction of specified conditions.

As also previously reported, on February 26, 2026, the Company issued to the Investor (i) a promissory note in the original principal amount of $20,000,000 (the "February Note"), and (ii) a warrant to purchase 1,333,333 shares of Common Stock at an exercise price of $9.00 per share (the "February Warrant"). The Company and the Investor are also parties to a Standby Equity Purchase Agreement dated as of July 25, 2025, as amended by Amendment No. 1 dated January 19, 2026 (the "SEPA").

Second Closing Letter Agreement

On September 10, 2026, the Company and the Investor entered into a letter agreement (the "Letter Agreement") providing for the consummation of the Second Closing and for related amendments to the February Note, the February Warrant and the debentures issued under the SPA. The Letter Agreement constitutes a "Transaction Document" under the SPA. Its material terms are as follows.

Second Closing. The Company and the Investor acknowledged that the conditions precedent to the Second Closing under the SPA had been satisfied. On September 10, 2026, the Company issued and sold to the Investor a convertible debenture in the principal amount of $5,000,000 (the "Debenture" and, together with the July Debenture, the "Debentures"), for a purchase price of $5,000,000.

No Cash Proceeds; Partial Repayment of the February Note. The Company irrevocably directed that the entire $5,000,000 purchase price for the Debenture be applied, immediately upon the Second Closing, to repay principal outstanding under the February Note, and not be used for any other purpose. The Investor, as holder of the February Note, satisfied its obligation to pay the purchase price by applying $5,000,000 directly against the principal of the February Note, and the Company is deemed to have received the purchase price for all purposes under the SPA. Accordingly, the Company received no cash proceeds from the Second Closing. All fees and expenses payable by the Company upon issuance of the Debenture pursuant to the SPA were waived, and as a result, no fees or expenses were deducted from the proceeds of the Debenture. In addition, any premium otherwise payable under the February Note in respect of the $5,000,000 repayment was waived, solely with respect to that payment; the Letter Agreement does not otherwise waive or modify any payment or redemption premium or other amount payable under the February Note.

February Note Balance and Installment Schedule. The parties acknowledged that the principal balance of the February Note immediately prior to the Second Closing was $7,469,178.42 and that, following the $5,000,000 repayment, the remaining principal balance is $2,469,178.42. The parties further agreed that the remaining installment dates under the February Note are October 26, 2026, November 26, 2026, and December 26, 2026, with $823,059 of principal (or the outstanding principal, if less) payable on each such date.