Veea, NovaGen sign term sheet for $750M proposed deal
Rhea-AI Filing Summary
VEEA Inc. (VEEA) reported that it has signed a non-binding term sheet with NovaGen Group B.V. for a proposed business combination that would create NovaGen Health Networks, a global health platform combining Veea’s edge AI infrastructure and HealthLynx with NovaGen’s regenerative medicine and longevity services. The parties aim to sign a definitive agreement within the coming weeks, but the transaction is subject to due diligence, shareholder and regulatory approvals, and other closing conditions, and may not be completed. In a related press release, GeoNova Capital signed a term sheet to provide an initial US$10 million investment in the combined company, and Veea’s management cites internal projections and an independent valuation indicating an approximate $750 million value for the combined entity, with initial NovaGen Health Networks deployments targeted for Q4 2026.
Positive
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Negative
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Filing Explained
Although the proposed combination remains a non-binding term sheet, the filing adds no consideration, dilution, use-of-proceeds, or conversion terms; it therefore establishes no current issuance or measurable ownership change for Veea common holders.
8-K Event Classification
Key Figures
Key Terms
non-binding term sheet financial
business combination financial
cornerstone institutional investor financial
Zero Trust Network Access technical
digital twin medical
ARC Prometheus medical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What transaction did VEEA (VEEA) announce with NovaGen?
Is the VEEA–NovaGen business combination definitive?
What investment did GeoNova Capital commit in connection with VEEA’s proposed deal?
How does VEEA describe the potential value of the combined company with NovaGen?
When is NovaGen Health Networks expected to begin initial deployments?
What are the key regulatory and privacy features of NovaGen Health Networks?
What are the main conditions that could affect completion of the VEEA–NovaGen transaction?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
September 16, 2026 (
Date of Report (Date of earliest event reported)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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Item 8.01. Other Events.
On September 14, 2026 Veea Inc. (the “Company”) announced the signing of a non-binding term sheet with NovaGen Group B.V. (“NovaGen”) for a proposed business combination.
NovaGen is a personalized regenerative medicine and longevity company headquartered in Amsterdam.
The proposed combination would launch NovaGen Health Networks, a connected global health platform integrating Veea’s HealthLynx platform with global cloud service capabilities, that incorporate edge-cloud computing, connectivity and cybersecurity capabilities with NovaGen’s cellular reprogramming science and clinical services.
The parties are targeting execution of a definitive agreement within the coming weeks. The transaction remains subject to the execution of definitive agreements, completion of customary due diligence, including intellectual property, valuation and other items, receipt of all necessary shareholder and regulatory approvals, and other customary closing conditions.
There can be no assurance that the parties will negotiate or execute definitive agreements, that the proposed transaction will be consummated on the terms in the term sheet, on the contemplated timeline, or at all, or that any definitive agreements, if executed, will not contain terms materially different from those in the term sheet.
A copy of the joint press release issued by the parties announcing the signing of the non-binding term sheet is attached hereto as Exhibit 99.1.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of U.S. federal securities laws regarding the proposed business combination between the Company and NovaGen, including statements regarding the proposed launch of NovaGen Health Networks. Forward-looking statements generally are identified by words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “may,” “will,” “should” and similar expressions. These statements are based on current expectations and assumptions and involve risks and uncertainties, and actual results or events may differ materially from those expressed or implied in the forward-looking statements.
These risks and uncertainties include, among others, the non-binding nature of the term sheet; the parties’ ability to negotiate and enter into a definitive agreement; the results of due diligence; the ability to obtain required approvals and satisfy other closing conditions; the ability to launch and operate NovaGen Health Networks as contemplated; and the ability to recognize the anticipated benefits of the proposed business combination. Readers should not place undue reliance on forward-looking statements. For additional information concerning these and other risks, please see the Company’s filings with the SEC. The Company assumes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated September 14, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 16, 2026
| Veea Inc. | ||
| By: | /s/ Greg Deisher | |
| Name: | Greg Deisher | |
| Title: | Acting Chief Financial Officer and Chief Operating Officer | |
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Exhibit 99.1
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Veea Inc. and NovaGen announce potential merger to launch an Edge AI-Powered Global Health Platform
Proposed combination seeks to establish a Nasdaq-listed longevity and precision-health platform, complementing Veea’s continuing edge AI infrastructure business; GeoNova Capital commits US$10 million as cornerstone institutional investor
New York / Amsterdam, [DATE] — Veea Inc. (NASDAQ: VEEA), a provider of AI-powered, cybersecure edge infrastructure, and NovaGen Group B.V., a personalized regenerative medicine and longevity company, today announced they have signed a term sheet to combine and are targeting execution of a definitive business combination agreement within the coming weeks. In connection with the business combination, the parties have also announced an agreement to launch NovaGen Health Networks: a connected health platform integrating Veea’s edge computing, connectivity and cybersecurity capabilities with NovaGen’s cellular reprogramming science and clinical services. Initial deployments will begin at NovaGen clinics and partner hospitals in Q4 2026.
The platform, built on VeeaONE, connects health records, wearable and sensor data, and biological measurements into a patient-controlled longitudinal health profile. Local computing supports agentic AI applications close to the patient, with patient-directed permissions governing access to personal data. Rollout begins with connected health services and will expand to clinician-supervised diagnostics and therapy pathways as clinical validation and applicable regulatory authorizations permit.
GeoNova Capital, as cornerstone investor, has signed a term sheet to provide an initial US$10 million investment in the combined company. Veea will continue to grow and serve its existing customers, partners and markets. Management believes that, based on its internal projections and an independent valuation prepared using such internal projections, the value of the combined company is approximately $750 million.
The business combination between Veea and NovaGen, as well as the investment by GeoNova Capital, remains subject to the negotiation and execution of definitive documentation and the satisfaction of certain conditions to closing by the parties.
The companies plan to roll out NovaGen Health Networks in two phases.
Phase 1 - Connecting People, Data and Care (Q4 2026)
NovaGen Health Networks will provide a private household health hub with a digital twin for every family member and a patient-controlled health records wallet, integrating health records, wearable telemetry and longitudinal biological measurements. Built on VeeaONE, the hub processes sensitive data locally and supports AI wellness companions, medication reminders, and patient-authorized provider sharing. Plans include personal cell banking and consented research participation, subject to applicable regulatory requirements.
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Phase 2 - Clinician-Supervised Diagnostics and Therapy Pathways
As clinical validation and regulatory authorizations permit, the network will combine digital twins and medical records with cellular data from the small skin biopsy used to initiate the ARC Prometheus process. This biopsy provides a patient’s own fibroblasts for cellular reprogramming, rejuvenation, cell banking and potential future autologous therapies. Telomere length, DNA-methylation age and additional biomarkers will be assessed to support clinician evaluation of therapy candidates and treatment monitoring. Validated AI tools will support clinician-reviewed decisions and referrals to authorized treatment centers.
“NovaGen is a regenerative medicine platform with proprietary autologous rejuvenated fibroblast stem cell technology and a growing network of associated clinics. This agreement with Veea extends our reach to individuals long before they walk into a clinic,” said Diederik van der Reijt, CEO of NovaGen Group. “NovaGen Health Networks creates a pathway to identify and evaluate potential candidates for our therapies, allowing that relationship to begin earlier and continue through assessment, treatment and follow-up, including the creation of each patient’s own digital twin.”
“NovaGen Health Networks demonstrates the power of AI at the edge, bringing Veea’s connectivity, computing, cybersecurity, storage and AI capabilities together in one global network, putting intelligence where care happens while giving people far greater control over their most personal information,” said Allen Salmasi, Chairman and CEO of Veea.
Data Sovereignty and Privacy
Patient privacy and data sovereignty are central to the network’s design. Health records remain encrypted at source and off the blockchain; the blockchain ledger records only permissions, document fingerprints and access events. Patients authorize specific recipients, categories of information and access periods, and may revoke access at any time. Cloud services use pseudonymous digital twins, with re-identification controlled through protected keys and authorized consent. Veea’s cybersecurity architecture, incorporating Zero Trust Network Access, network slicing, micro-segmentation and AI-driven anomaly detection, protects the network end-to-end.
“GeoNova’s US$10 million commitment reflects our conviction in NovaGen’s strategy and the scale of the opportunity. As corporate adviser and cornerstone institutional investor, our role is to support NovaGen with institutional capital, capital-markets discipline and strategic execution as it advances toward the U.S. public markets,” said Robert Hamilton, Managing Partner, Capital Markets, GeoNova Capital.
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About Veea
Veea Inc. (NASDAQ: VEEA) is a global leader in edge solutions and infrastructure. Founded in 2014 and headquartered in New York City, Veea enables enterprises, service providers and public sector organizations to deploy AI-powered applications at the edge. The VeeaONE platform integrates connectivity, computing, cybersecurity and storage into a unified hyperconverged network solution, from edge to cloud. Veea holds more than 123 patents across related technology domains and has been recognized by Gartner for its innovations in edge computing. www.veea.com
About NovaGen Group
NovaGen Group has developed a personalized regenerative medicine and longevity platform integrating ARC Prometheus cellular reprogramming and rejuvenation technology, biological assessment, cell banking, clinical services and digital health. Its strategy connects research and clinical development with a growing network of care locations and partners to support more personalized approaches to health and aging. www.novagengroup.com
About GeoNova Capital
GeoNova Capital is a UAE-based investment and capital-markets firm focused on event-driven investing, structured finance, special situations and public-market transactions. GeoNova is supporting NovaGen as corporate adviser and cornerstone institutional investor.
Media Contacts
Thomas Latiolais — thomas.latiolais@veea.com
Karen Brink — karen@novagengroup.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements typically include projections of future revenues, earnings, strategies, and operational growth. These statements are based on current beliefs, assumptions and expectations and involve known and unknown risks and uncertainties that could cause actual results to differ materially from current projections due to factors including, but not limited to, market conditions, economic shifts, and operational challenges. Operational factors that could cause results to differ include Veea’s ability to maintain adequate financial resources, execute its growth strategy, achieve market acceptance, and compete effectively. Forward-looking statements may be identified by words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “potential,” “project,” “will” and similar expressions. Forward-looking statements speak only as of the date made. Veea disclaims any obligation to update them publicly.
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