GEONOVA CAPITAL ANNOUNCES CORNERSTONE INVESTMENT IN NOVAGEN FOLLOWING PROPOSED BUSINESS COMBINATION WITH NASDAQ-LISTED VEEA

Veea (VEEA) and NovaGen Group B.V. have signed a non-binding term sheet for a proposed business combination, with GeoNova Capital committing US$10 million as lead and cornerstone institutional investor, as well as corporate adviser.

Rhea-AI Summary

Veea (VEEA) and NovaGen Group B.V. have signed a non-binding term sheet for a proposed business combination, with GeoNova Capital committing US$10 million as lead and cornerstone institutional investor, as well as corporate adviser.

The parties aim to finalize definitive documentation in the coming weeks. The deal is intended to form NovaGen Health Networks, a Nasdaq-listed longevity and precision-health platform combining Veea’s cybersecure AI infrastructure with NovaGen’s cellular-reprogramming science and clinical capabilities. GeoNova structured and seeded the related financing and is inviting co-investment from institutional, family-office and qualified investors. The proposed combination and financing remain subject to definitive agreements, required approvals and customary closing conditions.

Positive

• GeoNova cornerstone commitment of US$10 million to the NovaGen–Veea proposed combination
• Planned Nasdaq-listed NovaGen Health Networks platform combining AI infrastructure with regenerative-medicine capabilities

Negative

• Business combination currently based on a non-binding term sheet, not a definitive agreement
• Proposed transaction and related financing remain subject to approvals and customary closing conditions

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-10.82% vs previous close $5.44 last price 60.9x rel. volume Open Argus

Details

Market Reaction – VEEA

$5.35 $8.87 Day Range

$16.92M Market Cap

Following this news, VEEA has declined 10.82%, reflecting a significant negative market reaction. Our momentum scanner has triggered 122 alerts so far, indicating very high trading interest and price volatility. The stock is currently trading at $5.44. Trading volume is exceptionally heavy at 60.9x the average, suggesting significant selling pressure.

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Market Context

The stock is dropping -10.8% following this news. VEEA had high short positioning at generation; the...

Analysis

The stock is dropping -10.8% following this news. VEEA had high short positioning at generation; the proposed combination and related financing remained subject to definitive documentation, approvals and customary closing conditions.

Key Figures

GeoNova investment: US$10 million

GeoNova investment

US$10 million

Lead investor and cornerstone institutional investor commitment

Historical Context

1 past event · Latest: Sep 14

1 event

1. Sep 14

   business combination

   24h Move

   +148.7%

   Earlier term sheet disclosed GeoNova's US$10 million investment and proposed Nasdaq combination

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

non-binding term sheet, structured finance, convertible financings, PIPE, +1 more

5 terms

non-binding term sheet financial

"Veea and NovaGen have signed a non-binding term sheet"

A non-binding term sheet is a written outline of the main points parties expect to agree on in a business deal, like price, structure and timing, but it is not a final, enforceable contract. Think of it as a handshake on paper that sets expectations and a roadmap for negotiation and due diligence. Investors watch these because they signal intent and basic economics of a potential transaction, but terms can change before a binding agreement is signed, so the initial outline is informative but not guaranteed.

structured finance financial

"focused on event-driven investing, structured finance and special situations"

Structured finance is a way of turning a group of financial assets — like loans, mortgages, or receivables — into new investment products by pooling them together and slicing that pool into pieces with different levels of risk and return. For investors, it matters because these products can offer higher yields or tailored risk exposure than plain stocks or bonds, but they can also hide complexity and sensitivity to the underlying assets’ performance, so understanding what you own is key.

convertible financings financial

"pre-listing and event-driven convertible financings"

Convertible financings are funding arrangements where a company raises capital by issuing securities—commonly convertible debt or convertible preferred shares—that can later convert into common stock according to pre-set terms like conversion price, discount, or trigger events. They matter to investors because conversion changes the company’s ownership and total shares outstanding, which can dilute existing shareholders and shift value between creditors and equity holders, similar to a loan that can be exchanged for ownership later.

PIPE financial

"PIPE and structured-equity transactions"

A PIPE (private investment in public equity) is a deal in which institutional or accredited investors buy shares or convertible securities directly from a publicly traded company, usually at a discount to the market price. Companies use PIPEs to raise money faster than through a traditional public offering; for existing shareholders they matter because the newly issued shares add to the share count and can dilute ownership.

reverse mergers financial

"business combinations, reverse mergers and uplistings"

A reverse merger is a shortcut for a private company to become publicly traded by combining with or taking control of an already-listed, typically smaller, public company so the private firm inherits the stock market listing. It matters to investors because this route can bring a company to public markets faster and cheaper than a traditional IPO, but it can also hide information or quality issues—so investors should scrutinize the business, financials and governance much like inspecting a used car before purchase.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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GeoNova commits US$10 million as lead investor and corporate adviser, one of several mandates it has in motion.

DUBAI, UAE, Sept. 17, 2026 /PRNewswire/ -- GeoNova Capital ("GeoNova"), a UAE-based investment and capital-markets firm focused on event-driven investing, structured finance and special situations, today confirmed its role as corporate adviser, lead investor and cornerstone institutional investor to NovaGen Group B.V. ("NovaGen"), following NovaGen's September 14 announcement of a proposed business combination with Nasdaq-listed Veea Inc. (NASDAQ: VEEA).

Veea and NovaGen have signed a non-binding term sheet for a proposed business combination and are targeting definitive documentation in the coming weeks. The transaction is intended to create NovaGen Health Networks, a Nasdaq-listed longevity and precision-health platform at the intersection of edge AI and regenerative medicine, combining Veea's cybersecure AI infrastructure with NovaGen's cellular-reprogramming science and clinical capabilities.

GeoNova seeded the financing, structured the terms and stepped in as lead investor and corporate adviser under its broader mandate with NovaGen, and is now inviting co-investment from suitable institutional and qualified investors alongside its own commitment. The proposed combination and related financing remain subject to definitive documentation, applicable approvals and satisfaction of customary closing conditions.

Robert Hamilton, Managing Partner, Capital Markets at GeoNova Capital, said:

"This is exactly what GeoNova was built for: a differentiated business approaching a transformational change, where capital, structure and discipline can accelerate what comes next.

We don't only advise from the sidelines. We are able to invest alongside the investors we bring in. In NovaGen, that meant stepping in as cornerstone investor and structuring the financing around the company's proposed Nasdaq transaction.

With the Veea combination now public, we are taking NovaGen to our institutional, family-office and qualified-investor network as it moves toward definitive documentation. And we  are looking for more of the same: businesses with established operations, differentiated technology or IP, and a credible path to the U.S. public markets.If that is your business, we want the call."

GeoNova seeking new public-market opportunities

GeoNova is already looking past NovaGen. The firm is reviewing further opportunities across healthcare, biotechnology, technology, AI, defence, natural resources and other special-situation sectors, with a particular focus on Nasdaq and NYSE business combinations, reverse mergers and uplistings; pre-listing and event-driven convertible financings; PIPE and structured-equity transactions; strategic acquisitions and corporate combinations; and situations where GeoNova can act as both capital provider and capital-markets adviser.

GeoNova typically looks for transactions with an identifiable corporate or capital-markets catalyst, where its combination of proprietary capital, institutional relationships and execution capability can support an issuer through a defined public-market event.

About GeoNova Capital

GeoNova Capital is a UAE-based investment and capital-markets firm focused on event-driven investing, structured finance and special situations. GeoNova invests proprietary capital alongside institutional investors, family offices and strategic capital partners, and works with companies seeking transformational access to the U.S. public markets.

Forward-Looking Statements; This release contains forward-looking statements regarding proposed transactions, financing activities, investment opportunities and future business activities. These statements are subject to risks, uncertainties, definitive documentation, regulatory requirements and closing conditions, and actual outcomes may differ materially. No assurance can be given that any proposed transaction or financing will be completed on the terms described, or at all. This release does not constitute an offer to sell, or a solicitation of an offer to buy, any security, and is not directed at, and must not be relied upon by, any person in a jurisdiction where doing so would be unlawful. GeoNova undertakes no obligation to update these statements except as required by law.

View original content:https://www.prnewswire.com/news-releases/geonova-capital-announces-cornerstone-investment-in-novagen-following-proposed-business-combination-with-nasdaq-listed-veea-302882552.html

SOURCE GeoNova Capital

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What role is GeoNova Capital taking in the NovaGen and Veea proposed transaction?

GeoNova is acting as corporate adviser, lead investor and cornerstone institutional investor for NovaGen in its proposed business combination with Veea. GeoNova seeded and structured the related financing and is now inviting co-investment from institutional, family-office and qualified investors alongside its own US$10 million commitment.

What is the intended focus of the proposed NovaGen Health Networks entity?

The planned entity, NovaGen Health Networks, is intended to be a Nasdaq-listed longevity and precision-health platform that combines Veea’s cybersecure AI infrastructure with NovaGen’s cellular-reprogramming science and clinical capabilities.

What types of future transactions is GeoNova currently seeking beyond NovaGen?

GeoNova is reviewing opportunities across sectors including healthcare, biotechnology, technology, AI, defence and natural resources. It is focused on Nasdaq and NYSE business combinations, reverse mergers and uplistings; pre-listing and event-driven convertible financings; PIPE and structured-equity transactions; strategic acquisitions and corporate combinations; and situations where it can act as both capital provider and capital-markets adviser.