VisionWave Holdings, Inc.

As of March 31, 2026, there have been no material changes to the risk factors previously disclosed in our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 16, 2026 (the “S-1”), which is incorporated by reference herein. The following risk factors supplement and highlight certain risks from the S-1 that remain particularly material to the Company in light of events occurring during the quarter ended March 31, 2026. These risks, together with those in the S-1 and our other SEC filings, could materially and adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our Common Stock. Investors should carefully consider these risks before making any investment decision.

We have a history of operating losses, limited operating history, and substantial doubt about our ability to continue as a going concern.

We are an early-stage company with limited operating history. We have incurred significant net losses since inception, and we expect to continue to incur substantial operating losses as we advance our technology development, integration initiatives (including Solar Drone and the SaverOne platform), and commercialization efforts. As of March 31, 2026, our liquidity position and cash runway remain limited. These factors raise substantial doubt about our ability to continue as a going concern within one year after the date these financial statements are issued. Our ability to continue operations depends on our ability to obtain additional financing, generate revenue from customer orders, and achieve positive cash flow, none of which is assured.

We will require significant additional capital, and future financings may result in substantial dilution or be unavailable on acceptable terms.

Our business plan requires substantial capital to fund operations, technology integration, manufacturing scale-up, and milestone payments under existing agreements. Although we completed the Stage 1 Closing under the SaverOne Exchange Agreement and received net proceeds from the YA II PN Ltd. senior loan in February 2026, we will need additional funding. Failure to obtain financing on commercially reasonable terms (or at all) could force us to delay, scale back, or abandon our development and commercialization plans, which would materially and adversely affect our business, financial condition, and results of operations.

Our recent strategic transactions, including the SaverOne Exchange Agreement and BladeRanger/Solar Drone acquisition, involve significant integration, milestone, and execution risks.

The SaverOne transaction is structured in three stages, with Stage 1 completed on March 5, 2026. Achievement of Stages 2 and 3 is contingent upon operational and commercial milestones, regulatory approvals, and compliance with Nasdaq listing rules. The BladeRanger transaction includes potential issuance of Additional Pre-Funded Warrants if the VWAP condition is not met. Failure to achieve milestones, integrate acquired technologies and operations (including Solar Drone), or satisfy regulatory or shareholder approval requirements could result in loss of strategic benefits, unexpected costs, dilution, or termination of the arrangements, any of which would materially and adversely affect our business and financial condition.

The senior secured loan from YA II PN Ltd. and associated Warrant expose us to repayment obligations, restrictive covenants, and dilution risks.

In February 2026, we entered into a $20 million senior loan (with 15% OID) evidenced by a Promissory Note and issued a Warrant to purchase 1,333,333 shares of Common Stock. The Note carries default interest at 18% and is secured by a global guaranty. Events of default or failure to satisfy payment obligations could accelerate repayment and materially impair our liquidity. Exercise of the Warrant and any future equity issuances will cause dilution to existing stockholders.

We face significant dilution risk from outstanding and potential future issuances of Common Stock, Pre-Funded Warrants, and other securities.

As of March 31, 2026, we have outstanding Pre-Funded Warrants (initial and potential Additional PFWs under the BladeRanger Agreement), the YA II Warrant, and shares issuable under the SaverOne Exchange Agreement and management pools. The S-1 registers resale of approximately 6,148,943 shares (including Warrant Shares). Additional issuances pursuant to these instruments, the 2024 and 2025 Incentive Plans, or future financings will dilute existing stockholders and may depress our stock price.

Commercialization of our technologies is subject to technical, regulatory, and market acceptance risks.

Our products are in various stages of development, prototype testing, and early commercialization (including Solar Drone solar-panel cleaning and defense applications). There can be no assurance that we will successfully complete development, obtain necessary certifications, secure large-scale purchase orders, or achieve market acceptance. Delays or failure in any of these areas would materially and adversely affect our revenue, results of operations, and financial condition.

Our intellectual property may not provide adequate protection, and we may infringe third-party rights.

We rely on patents, trade secrets, and other intellectual property to protect our technologies, including the recently acquired xCalibre™ AI video intelligence portfolio and provisional patent filings. There can be no assurance that our patents will issue, be enforceable, or provide meaningful commercial protection. We may face claims of infringement or challenges to our IP rights, any of which could result in costly litigation, licensing obligations, or loss of competitive advantage.

We are subject to stringent regulatory, export-control, and Nasdaq continued-listing requirements.

Our defense and homeland-security technologies are subject to U.S. and Israeli export controls, ITAR/EAR requirements, and other governmental approvals. Failure to obtain or maintain necessary clearances could delay or prevent commercialization. In addition, issuances of Common Stock under our agreements require Nasdaq shareholder approval under Listing Rule 5635 in certain circumstances. Any failure to comply with listing standards could result in delisting, which would materially and adversely affect the liquidity and market price of our Common Stock.

Our international operations, particularly in Israel, expose us to geopolitical, currency, and regulatory risks.

A significant portion of our technology development, manufacturing, and strategic partnerships (SaverOne, BladeRanger, Solar Drone) is located in Israel. Geopolitical instability, armed conflict, currency fluctuations (NIS/USD), and changes in Israeli or U.S. regulatory policy could disrupt operations, increase costs, or impair our ability to integrate acquired assets or fulfill contractual obligations.

We depend on key personnel, and failure to retain or attract qualified management and technical talent could impair our business.

Our success depends heavily on our executive officers (including Douglas Davis, our Executive Chairman and CEO) and key technical personnel. The loss of any of these individuals, or our inability to attract and retain other qualified personnel, could delay technology development, integration efforts, and commercialization, materially and adversely affecting our business, financial condition, and results of operations.

These risk factors are not exhaustive. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations and the value of our securities. Investors are urged to review the full discussion of risk factors in our S-1 and subsequent SEC filings. All forward-looking statements in this Quarterly Report are qualified in their entirety by reference to these risk factors.

Bannix’ failure to redeem all remaining public offering shares may expose the Company to legal, regulatory, and reputational risks

Bannix was required to redeem all remaining public offering shares no later than June 27, 2025. Bannix Acquisition Corp. did not redeem the remaining public offering shares as required, and the Business Combination was subsequently consummated on July 14, 2025. The failure to redeem was inconsistent with disclosures in the Bannix IPO prospectus and the Business Combination proxy statement. This failure may expose the Company to legal, regulatory, and reputational risks.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict, the Iran conflict and subsequent sanctions or related actions, could adversely affect the Company’s operations in the future or with future capital raising activities. The Company has not been affected so far by these conflicts or US tariffs.