VisionWave files PRE 14A for Special Meeting with six capital structure proposals

The Special Meeting will be held in a virtual-only format; record date and meeting date are marked as "***" in the preliminary filing and will be completed in the definitive proxy statement.

Q1 2027 maturities include the July 2025 Note maturing January 25, 2027 (approximately $2,500,000 outstanding) and monthly $1,750,000 principal installments plus 2% premium on the Debentures beginning January 30, 2027 (approximately $15,000,000 outstanding under the Fourth and Fifth Debentures).

Yorkville-related instruments total approximately $19,313,672 of outstanding principal (July 2025 Note $2.5M, February 2026 Note $1.8M, Fourth Debenture $10M, Fifth Debenture $5M), with approximately $35,000,000 of SEPA commitment remaining; 350,832 shares have been sold under the SEPA for gross proceeds of approximately $15 million.

Each Yorkville instrument is subject to a 4.99% beneficial ownership limitation and a 19.99% Nasdaq Exchange Cap; shares issued to Yorkville cannot vote on Proposal 4, and the Floor Price Amendment reducing floor prices to $1.00 per share is contingent on Proposal 4 approval.

An illustrative calculation for the Potential Offering shows warrants becoming exercisable for approximately 160,000,000 shares and the total number of shares issued could be approximately 168,000,000 shares, which would represent approximately 5,176% of outstanding common stock and leave existing stockholders with approximately 1.9%.

All share figures give effect to the 1-for-20 reverse stock split effective September 22, 2026, which reduced outstanding shares from approximately 47.5 million to approximately 2.4 million; the new 3,245,660 share count is as of October 7, 2026.

Douglas Davis signed as Executive Chairman and Chief Executive Officer; Continental Stock Transfer & Trust Company serves as transfer agent and inspector of election.