STOCK TITAN

Veea (VEEA) issues new White Lion note and borrows $2.5M under secured term loan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Veea Inc. detailed additional financing transactions under existing agreements. The company completed a third closing of its White Lion private placement, issuing a convertible note with a face amount of $555,556 and a warrant to purchase up to 888,509 shares, receiving $500,000 in net cash proceeds. Veea’s subsidiary VeeaSystems also borrowed an additional $2,500,000 under a secured term loan agreement that permits up to $10,550,000 in total borrowings, with the initial $5,500,000 loan maturing five years after the initial closing and bearing interest at the prime rate plus a 4.50% margin, subject to a 5.75% floor.

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Insights

Veea added convertible debt and drew more on a secured term loan, boosting liquidity but increasing leverage.

Veea Inc. expanded its funding through a third White Lion convertible note of $555,556 face value and related warrant for 888,509 shares, generating $500,000 in cash. These securities follow two earlier closings under the same $2,500,000 note purchase capacity.

Separately, subsidiary VeeaSystems tapped an additional $2,500,000 under a secured term loan facility that allows up to $10,550,000 in borrowings. The initial $5,500,000 term loan carries interest at the prime rate with a 5.75% floor plus a 4.50% margin, with monthly principal payments of $58,000 starting on March 17, 2027.

These actions increase available cash but add interest obligations and potential equity dilution from the White Lion warrants. The overall impact depends on how effectively the company deploys the borrowed funds relative to the higher financing costs described in the agreements.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
White Lion note facility $2,500,000 Aggregate funded amount of convertible promissory notes
Third White Lion note face amount $555,556 Face amount issued at third closing on May 18, 2026
Third closing net proceeds $500,000 Cash proceeds to company at third White Lion closing
Third White Lion warrant shares 888,509 shares Common stock purchasable under third White Lion warrant
Secured term loan facility $10,550,000 Maximum aggregate principal under secured term loan
Initial secured term loan amount $5,500,000 Borrowed on February 17, 2026
Additional secured borrowing $2,500,000 First additional loan amount borrowed on May 19, 2026
Monthly principal payment $58,000 Secured term loan principal installments from March 17, 2027
convertible promissory notes financial
"the Company agreed to issue, and White Lion agreed to purchase... certain convertible promissory notes in an aggregate funded amount of up to $2,500,000"
A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.
original issuance discount financial
"the Company received cash proceeds of $475,000, net of original issuance discount and certain transaction expenses"
Original issuance discount (OID) is the difference between a debt security’s face value and a lower price at which it is sold when first issued, similar to buying a $1,000 loan for $900. Investors receive the full face value at maturity, so the gap boosts the effective yield above the stated interest rate and affects how income is recognized for returns and taxes. For investors, OID changes expected return, cash flow timing, and reported interest income.
secured term loan facility financial
"a secured term loan facility in an aggregate principal amount of up to $10,550,000"
A secured term loan facility is a lump-sum loan a company borrows for a set period and repays on a fixed schedule, backed by specific assets (collateral) that lenders can claim if the borrower defaults. Investors care because it increases a company’s debt obligations and gives those lenders priority over shareholders and other creditors for repayment, affecting the company’s financial risk, cash flow flexibility, and potential returns.
prime rate financial
"bears interest at a rate per annum equal to the prime rate (subject to a floor of 5.75%) plus an applicable margin of 4.50%"
The prime rate is the interest rate banks typically charge their most creditworthy customers for short-term loans and serves as a common baseline for many other interest rates. Think of it as a price tag for borrowing: when the prime rate rises, costs for business loans, mortgages and consumer credit usually go up, which can slow spending, squeeze profits and influence stock prices and interest-sensitive sectors.
applicable margin financial
"prime rate (subject to a floor of 5.75%) plus an applicable margin of 4.50% (subject to certain adjustments)"
Applicable margin is the extra percentage added to a base interest rate to calculate the actual interest a borrower pays on a floating-rate loan or credit line. Investors care because it directly affects a company’s borrowing cost—higher margins raise interest expense and reduce profit and cash flow, while lower margins make financing cheaper; think of it as a variable surcharge on a sale price that reflects the lender’s view of risk.
warrants financial
"certain warrants issued or issuable to White Lion by the Company (the “White Lion Warrant”) to purchase shares of common stock"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 22, 2026 (May 18, 2026)

 

Veea Inc.
(Exact name of registrant as specified in its charter)

 

Delaware   001-40218   98-1577353

(State or other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

164 E. 83rd Street

New York, NY 10028

(212) 535-6050

(Address and telephone number, including area code, of registrant’s principal executive offices)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, par value $0.0001 per share   VEEA   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share   VEEAW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

White Lion Private Placement

 

As previously reported on a Form 8-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on January 20, 2026, on January 14, 2026, Veea Inc. (the “Company”) and White Lion Capital, LLC (“White Lion”) entered into a Note Purchase Agreement dated January 14, 2026 (the “Note Purchase Agreement”). Pursuant to the Note Purchase Agreement, the Company agreed to issue, and White Lion agreed to purchase, at one or more closings, on the terms and conditions contained in the Note Purchase Agreement, certain convertible promissory notes in an aggregate funded amount of up to $2,500,000 (the “White Lion Notes”) and certain warrants issued or issuable to White Lion by the Company (the “White Lion Warrant”) to purchase shares of common stock.

 

The first closing occurred on January 14, 2026 (the “White Lion Private Placement First Closing”) at which the Company issued, and White Lion purchased, a White Lion Note with a face amount of $555,556 (the “First White Lion Note”) and a White Lion Warrant to purchase up to 990,099 shares of common stock, which equals the product of $500,000 divided by $0.505, the closing price of the common stock on January 14, 2026 (the “First White Lion Warrant”). At the White Lion Private Placement First Closing, the Company received cash proceeds of $475,000, net of original issuance discount and certain transaction expenses. On April 16, 2026, the Company and White Lion consummated the second closing pursuant to the Note Purchase Agreement (the “White Lion Private Placement Second Closing”), and the Company issued, and White Lion purchased, an additional White Lion Note with a face amount of $555,556 (the “Second White Lion Note”) and an additional White Lion Warrant to purchase up to 734,214 shares of common stock, which equals the product of $500,000 divided by $0.6806, the closing price of the common stock on April 16, 2026 (the “Second White Lion Warrant”). The Second White Lion Note and the Second White Lion Warrant contain provisions similar to those in the First White Lion Note and First White Lion Warrant, respectively, except for the number of shares available for exercise and the exercise price under the Second White Lion Warrant. At the White Lion Private Placement Second Closing, the Company received cash proceeds of $500,000, net of original issuance discount and certain transaction expenses.

 

On May 18, 2026, the Company and White Lion consummated the third closing pursuant to the Note Purchase Agreement (the “White Lion Private Placement Third Closing”). In connection with the White Lion Private Placement Third Closing, the Company issued, and White Lion purchased, an additional White Lion Note with a face amount of $555,556 (the “Third White Lion Note”) and an additional White Lion Warrant to purchase up to 888,509 shares of common stock, which equals the product of $500,000 divided by $0.563, the closing price of the common stock on May 15, 2026 (the “Third White Lion Warrant”). The Third White Lion Note and the Third White Lion Warrant contain provisions similar to those in the First White Lion Note and First White Lion Warrant, respectively, except for the number of shares available for exercise and the exercise price under the Third White Lion Warrant. At the White Lion Private Placement Third Closing, the Company received cash proceeds of $500,000, net of original issuance discount and certain transaction expenses.

 

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Item 8.01 Other Events.

 

Secured Term Loans

 

As previously reported on a Form 8-K filed with the Commission on February 23, 2026, on February 17, 2026, VeeaSystems Inc. a Delaware corporation and wholly owned subsidiary of the Company (“VeeaSystems”), entered into a Loan Agreement (the “Secured Term Loan Agreement”) with Pasadena Private Lending, Inc. (the “Secured Lender”), pursuant to which the Secured Lender agreed to extend, on the terms provided in the Secured Term Loan Agreement, a secured term loan facility in an aggregate principal amount of up to $10,550,000. The initial loan amount of $5,500,000 (the “Initial Term Loan Amount”) was borrowed by VeeaSystems on February 17, 2026 (the “Initial Secured Loan Closing Date”) and is evidenced by a promissory note, dated the Initial Secured Loan Closing Date (the “First Secured Term Loan Note”). The Initial Term Loan Amount matures on the fifth anniversary of the Initial Secured Loan Closing Date and bears interest at a rate per annum equal to the prime rate (subject to a floor of 5.75%) plus an applicable margin of 4.50% (subject to certain adjustments). Interest is payable monthly in arrears. Principal is payable in monthly installments of $58,000 commencing March 17, 2027, with any remaining outstanding principal and accrued interest due at maturity.

 

On May 19, 2026, the first additional loan amount of $2,500,000 was borrowed by VeeaSystems pursuant to the Secured Term Loan Agreement.

 

Exhibit Number   Exhibit
4.1   Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.02 to the Form 8-K filed with the Commission on January 20, 2026)
4.2   Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the Commission on January 20, 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.

 

  Veea Inc.
     
Date: May 22, 2026 By: /s/ Allen Salmasi
  Name: Allen Salmasi
  Title: Chief Executive Officer

 

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FAQ

What new financing did Veea Inc. (VEEA) complete with White Lion on May 18, 2026?

Veea completed a third closing with White Lion, issuing a convertible note with a $555,556 face amount and a warrant for up to 888,509 shares, receiving $500,000 in net cash proceeds. This closing occurred under an existing $2,500,000 note purchase agreement.

How large is the total White Lion convertible note facility for Veea Inc. (VEEA)?

The White Lion note purchase agreement allows Veea to issue convertible promissory notes with an aggregate funded amount of up to $2,500,000. The third closing added a $555,556 note and associated warrant, following two earlier $555,556 notes issued in January and April 2026.

What are the key terms of VeeaSystems’ secured term loan facility for VEEA?

VeeaSystems entered a secured term loan facility allowing up to $10,550,000 in principal. The initial $5,500,000 loan matures five years after the initial closing, bears interest at the prime rate with a 5.75% floor plus a 4.50% margin, and requires monthly principal installments of $58,000 starting March 17, 2027.

How much additional secured debt did VeeaSystems borrow on May 19, 2026?

On May 19, 2026, VeeaSystems borrowed an additional $2,500,000 under its secured term loan agreement. This draw followed the initial $5,500,000 borrowing, increasing total utilization of the facility, which permits aggregate principal borrowings of up to $10,550,000 under the agreement’s terms.

What interest rate applies to VeeaSystems’ initial secured term loan amount?

The initial $5,500,000 secured term loan bears interest at the prime rate, subject to a 5.75% floor, plus a 4.50% applicable margin. Interest is payable monthly in arrears, with principal repayments of $58,000 per month starting March 17, 2027, and remaining amounts due at maturity.

How many shares are covered by Veea’s White Lion warrants from the second and third closings?

The second closing included a warrant to purchase up to 734,214 shares of common stock, based on a $500,000 value divided by a $0.6806 share price. The third closing added a warrant to purchase up to 888,509 shares, based on $500,000 divided by a $0.563 share price.

Filing Exhibits & Attachments

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