{"filing":{"accession_number":"0001731122-26-001239","cik":"0002038439","ticker":"VWAVW","company_name":"VisionWave Holdings, Inc.","form":"8-K","filing_date":"2026-09-14","report_date":"2026-09-10","primary_document":"e7941_8-k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2038439/000173112226001239/e7941_8-k.htm"},"events":[{"id":33359,"run_id":30670,"accession_number":"0001731122-26-001239","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.94,"summary":"VisionWave issued a $5,000,000 convertible debenture on September 10, 2026, bearing 5.00% base interest (18.00% upon default) and maturing July 20, 2027, with monthly installment payments beginning January 30, 2027. The debenture is convertible into up to 7.1 million shares and was issued in an unregistered private placement under Section 4(a)(2) and Regulation D Rule 506(b), with proceeds applied to repay an existing note.","company_name":"VisionWave Holdings, Inc.","ticker":"VWAVW","filing_date":"2026-09-14","form":"8-K","submitted_at":null,"items":[{"id":36795,"accession_number":"0001731122-26-001239","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"VisionWave entered into a Letter Agreement on September 10, 2026, consummating the Second Closing of a convertible debenture issuance for $5,000,000 principal amount under a previously disclosed Securities Purchase Agreement. Although the purchase price was applied to repay the February Note rather than provide new cash proceeds, the Company created a new direct financial obligation—the Debenture—with specified maturity (July 20, 2027), interest rate (5.00% base, 18.00% upon default), installment payment schedule beginning January 30, 2027, and conversion rights. This constitutes a material debt issuance under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T21:08:34.426947+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36796,"accession_number":"0001731122-26-001239","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"VisionWave issued a $5,000,000 Debenture bearing 5.00% interest and maturing July 20, 2027, with monthly installment payments beginning January 30, 2027. This is a direct creation of a new financial obligation—a debt instrument—disclosed under Item 2.03. Although the proceeds were used to repay an existing note (the February Note), the issuance of the Debenture itself constitutes a material debt issuance event that would affect a reasonable investor's assessment of the company's capital structure and obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T21:08:34.426947+00:00","company_name":"","ticker":null,"filing_date":""},{"id":36797,"accession_number":"0001731122-26-001239","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"VisionWave issued a $5,000,000 convertible debenture and amended warrants in an unregistered private placement relying on Section 4(a)(2) and Regulation D Rule 506(b). The debenture is convertible into up to 7.1 million shares at the Floor Price, and the amended warrant covers 1.3 million shares—a highly dilutive capital raise typical of small-cap issuers in financial stress. The filing explicitly cites Item 3.02 (Unregistered Sales of Equity Securities), confirming the classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T21:08:34.426947+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":36795,"accession_number":"0001731122-26-001239","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"VisionWave entered into a Letter Agreement on September 10, 2026, consummating the Second Closing of a convertible debenture issuance for $5,000,000 principal amount under a previously disclosed Securities Purchase Agreement. Although the purchase price was applied to repay the February Note rather than provide new cash proceeds, the Company created a new direct financial obligation—the Debenture—with specified maturity (July 20, 2027), interest rate (5.00% base, 18.00% upon default), installment payment schedule beginning January 30, 2027, and conversion rights. This constitutes a material debt issuance under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T21:08:34.426947+00:00","company_name":"VisionWave Holdings, Inc.","ticker":"VWAVW","filing_date":"2026-09-14"},{"id":36796,"accession_number":"0001731122-26-001239","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"VisionWave issued a $5,000,000 Debenture bearing 5.00% interest and maturing July 20, 2027, with monthly installment payments beginning January 30, 2027. This is a direct creation of a new financial obligation—a debt instrument—disclosed under Item 2.03. Although the proceeds were used to repay an existing note (the February Note), the issuance of the Debenture itself constitutes a material debt issuance event that would affect a reasonable investor's assessment of the company's capital structure and obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T21:08:34.426947+00:00","company_name":"VisionWave Holdings, Inc.","ticker":"VWAVW","filing_date":"2026-09-14"},{"id":36797,"accession_number":"0001731122-26-001239","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"VisionWave issued a $5,000,000 convertible debenture and amended warrants in an unregistered private placement relying on Section 4(a)(2) and Regulation D Rule 506(b). The debenture is convertible into up to 7.1 million shares at the Floor Price, and the amended warrant covers 1.3 million shares—a highly dilutive capital raise typical of small-cap issuers in financial stress. The filing explicitly cites Item 3.02 (Unregistered Sales of Equity Securities), confirming the classification.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-14T21:08:34.426947+00:00","company_name":"VisionWave Holdings, Inc.","ticker":"VWAVW","filing_date":"2026-09-14"}]}