VisionWave Holdings (VWAV) risk factors, FY2025 10-K

Risks Related to Our Business and Industry

1. 01VisionWave is an early-stage company. If we cannot raise sufficient funds, we will not succeed
2. 02The development and production development period for the drones and imaging technology will be lengthy
3. 03VisionWave will face significant market competition
4. 04Scaling up manufacturing will be a challenge and any issues faced in such efforts may negatively impact our results of operations
5. 05We rely on single suppliers and international suppliers for certain items used in our manufacturing
6. 06Operations could be adversely affected by interruptions of production that are beyond our control
7. 07We depend on key personnel
8. 08We will require intellectual property protection and may be subject to the intellectual property claims of others
9. 09Confidentiality agreements may not adequately prevent disclosure of trade secrets and other proprietary information

Risks Related to Our Financing with YA II

1. 10Substantial blocks of our common stock may be sold into the market as a result of the shares sold to YA II under the SEPA, which may cause the price of our common stock to decline
2. 11The price of our common stock could decline if there are substantial sales of shares of our common stock, if there is a large number of shares of our common stock available for sale, or if there is the perception that these sales could occur
3. 12It is not possible to predict the actual number of shares we will sell under the SEPA to YA II at any one time or in total, or the actual gross proceeds resulting from those sales
4. 13The sale and issuance of our shares of Common Stock to YA II will cause dilution to our existing shareholders, and the sale of the shares of Common Stock acquired by YA II, or the perception that such sales may occur, could cause the price of our Common Stock to fall
5. 14Once we receive a Pre-Paid Advance, we do not have the right to control the timing and amount of the issuance of our Common Shares to YA II under the PPA and, accordingly, it is not possible to predict the actual number of shares we will issue pursuant to Pre-Paid Advances at any one time or in total
6. 15Upon an amortization event, we may be required to make payments that could cause us financial hardship
7. 16Investors who buy shares at different times will likely pay different prices
8. 17Our current business plans require a significant amount of capital. If we are unable to obtain sufficient funding or do not have access to capital, we may not be able to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected
9. 18Management will have broad discretion as to the use of the proceeds from the SEPA, and uses may not improve our financial condition or market value

Risks Related to Ownership of Our Common Stock

1. 19As a smaller reporting company, we are exempt from certain disclosure requirements, which could make our Common Stock less attractive to the potential investors
2. 20We are an emerging growth company and subject to less rigorous public reporting requirements and cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Common Stock less attractive to investors
3. 21As an emerging growth company, our auditor is not required to attest to the effectiveness of our internal controls
4. 22As a public company, we will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives
5. 23The Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may limit a stockholder’s ability to buy and sell our stock
6. 24Our stock price may be volatile
7. 25If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline
8. 26We do not intend to pay dividends for the foreseeable future, which could reduce the attractiveness of our stock to some investors
9. 27If we are unable to maintain listing of our securities on the NASDAQ Global Market or another reputable stock exchange, it may be more difficult for our stockholders to sell their securities
10. 28If our shares of Common Stock become subject to the penny stock rules, it would become more difficult to trade our shares
11. 29Provisions in our certificate of incorporation and bylaws and Delaware law may discourage, delay or prevent a change of control of our Company and, therefore, may depress the trading price of our stock
12. 30We may be subject to securities litigation, which is expensive and could divert management attention