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Veea (NASDAQ: VEEA) lines up 1-for-20 reverse split and insider funding

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

Rhea-AI Filing Summary

Veea Inc. (VEEA) entered into related‑party financing and approved a significant capital structure change. On August 26, 2026, NLabs Inc., a principal stockholder and affiliate of Veea’s CEO, made three unsecured loans to Veea via Demand Promissory Notes totaling $1,150,000, bearing 10% annual interest and payable on the earlier of December 31, 2026 or demand; proceeds are for working capital.

The board approved a 1‑for‑20 reverse stock split of Veea’s common stock, with effectiveness at 4:30 p.m. Eastern Time on August 28, 2026 and split‑adjusted trading expected to begin August 31, 2026. Every 20 issued and outstanding common shares will convert into 1 share, with fractional shares rounded up. Public warrants will be adjusted so each warrant represents 1/20 of one common share at an exercise price of $230.00 per whole share, requiring 20 warrants to purchase one share. VEEA and VEEAW will continue trading on the Nasdaq Capital Market, and the common stock will receive a new CUSIP.

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Filing Explained

The 1-for-20 reverse split is scheduled to take effect on August 28, 2026, so it had not yet taken effect on the filing date; it will reduce holders’ share counts while preserving their ownership percentages, subject to fractional-share treatment. Under the supplied definition, a reverse split raises the per-share price proportionally and does not itself change the company’s value.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
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 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Demand Promissory Note principal $450,000 Unsecured loan from NLabs to Veea dated August 26, 2026 (first note)
Demand Promissory Note principal $450,000 Unsecured loan from NLabs to Veea dated August 26, 2026 (second note)
Demand Promissory Note principal $250,000 Unsecured loan from NLabs to Veea dated August 26, 2026 (third note)
Aggregate principal of NLabs loans $1,150,000 Total principal of three unsecured Demand Promissory Notes made on August 26, 2026
Interest rate on Notes 10% per annum Interest on Demand Promissory Notes, calculated on a 365‑day year
Reverse stock split ratio 1-for-20 Board‑approved reverse stock split of issued and outstanding common stock
Public warrant exercise price after split $230.00 per whole share Exercise price for one whole share post‑reverse stock split under public warrants
Reverse stock split effectiveness time and date 4:30 p.m. Eastern Time on August 28, 2026 Time when the reverse stock split becomes effective
Demand Promissory Notes financial
"and evidenced by the Demand Promissory Notes (the “Notes”)."
reverse stock split financial
"to effect a reverse stock split of its issued and outstanding shares"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Nasdaq Capital Market financial
"will continue to trade on the Nasdaq Capital Market under the symbol"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
CUSIP number financial
"The new CUSIP number for common stock following the Reverse Stock Split"
A CUSIP number is a nine-character code that uniquely identifies a specific U.S. or Canadian stock, bond, or other security, similar to a barcode or a social-security number for a financial instrument. It matters to investors because it removes confusion between similar securities, ensures trades and settlements are applied to the correct issue, and helps locate official documents and transaction records quickly.
exchange agent financial
"will act as the exchange agent for the Reverse Stock Split."
An exchange agent is a third party appointed to handle the practical steps when securities are being swapped, such as during mergers, tender offers, or restructurings. Think of it as a trusted post office that collects old shares, verifies ownership, completes required paperwork and regulatory filings, and delivers the new shares or cash to investors; its efficiency and accuracy affect how quickly and safely investors receive the value they're owed.

FAQ

What are the key terms of the NLabs Demand Promissory Notes to VEEA?
The Notes bear 10% annual interest, calculated on a 365‑day year, with principal and accrued interest payable on the earlier of December 31, 2026 and demand by NLabs. Veea may prepay the Notes at any time without penalty, and the proceeds are for working capital purposes.

What reverse stock split did VEEA’s board approve and when is it effective?
Veea’s board approved a 1‑for‑20 reverse stock split of its issued and outstanding common stock. It is expected to become effective at 4:30 p.m. Eastern Time on August 28, 2026, with VEEA common stock beginning split‑adjusted trading on August 31, 2026.

How will the VEEA reverse stock split affect existing shareholders’ positions?
When effective, every 20 shares of Veea common stock issued and outstanding will automatically convert into 1 share, with fractional shares rounded up to the nearest whole share. The company states each stockholder will hold the same percentage of common stock outstanding, except for fractional share adjustments.

How are VEEA public warrants affected by the reverse stock split?
After the reverse stock split, each public warrant will entitle its holder to purchase 1/20th of one share of common stock at an exercise price of $230.00 per whole share. Because warrants are not exercisable for fractional shares, a holder must own at least 20 public warrants to receive one share.

Will VEEA’s trading symbols or CUSIPs change after the reverse stock split?
Veea’s common stock and public warrants will continue trading on the Nasdaq Capital Market under the symbols “VEEA” and “VEEAW”, respectively. The common stock will have a new CUSIP number, 693489205, while the public warrant CUSIP will remain unchanged.

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Understanding 8-K Material Events →
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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): August 26, 2026 (August 26, 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 1.01 Entry into a Material Definitive Agreement.

 

On August 26, 2026, NLabs Inc, a Delaware corporation (“NLabs”) made unsecured loans to the Company. NLabs is a principal stockholder of the Company and an affiliate of the Company’s Chief Executive Officer. The loans were in the principal amount of $450,000, $450,000 and $250,000, and evidenced by the Demand Promissory Notes (the “Notes”). Interests on the Notes accrue and are payable at maturity at an annual rate equal to 10%, with interest calculated on the basis of a 365-day year and the actual days elapsed. The Notes and accrued interests thereon are payable upon the earlier of December 31, 2026 and demand by NLabs. The Company may prepay the Notes, in whole or in part, without penalty at any time. The proceeds of the Notes are for working capital purposes.

 

The foregoing description of the Notes does not purport to be complete and is qualified in its entirety by reference to the Notes, copies of which are attached as Exhibit 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.

 

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

 

The information set forth above under Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Notes to NLabs is hereby incorporated by reference into this Item 2.03.

 

Item 3.03 Material Modification to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 5.03 Amendment to Articles of Incorporation or Bylaws, Change in Fiscal Year.

 

As previously announced, on December 30, 2025, the Company held its annual meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to effect a reverse stock split of its issued and outstanding shares of common stock, par value $0.0001 per share, at a ratio not less than one-for-two and not more than one-for-twenty, to be determined in the sole discretion of the Board of Directors of the Company (the “Board”).

 

On August 10, 2026, the Board approved a one-for-twenty (1:20) reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). The Company intends to file with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) on August 28, 2026 to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 4:30 p.m., Eastern Time, on August 28, 2026, and the Company’s common stock will begin trading on a split-adjusted basis when the market opens on August 31, 2026.

 

When the Reverse Stock Split becomes effective, every twenty (20) shares of the Company’s issued and outstanding common stock will automatically be converted into one share of common stock, without any change in the par value per share. In addition, (i) a proportionate adjustment will be made to the per share exercise price and the number of shares of common stock issuable upon the exercise of all outstanding preferred stock, stock options and warrants, including the publicly traded public warrants, to purchase or exercise for shares of common stock, to the extent that the exercise price of such warrants is not based solely on the market price of the common stock at the time of exercise, (ii) a proportionate adjustment will be made to any fixed conversion prices for other convertible securities of the Company, including any conversion floor prices and (iii) the number of shares reserved for issuance pursuant to the Company’s incentive equity plan, as amended, and employee stock purchase plan will also be reduced proportionately. Any fraction of a share of common stock that would be created as a result of the Reverse Stock Split will be rounded up to the nearest whole share.

 

1

 

 

As of the effective time, each public warrant shall entitle the holder thereof to purchase 1/20th of one share of common stock at an exercise price of $230.00 per whole share; provided however, per the Warrant Agreement, dated as of March 18, 2021, between the Company and Continental Stock Transfer & Trust Company (“Continental”), the public warrants are not exercisable for fractional shares, only whole shares; thereby a holder of the public warrants would need to hold at least 20 public warrants to yield one share.

 

The Company’s common stock and public warrants will continue to trade on the Nasdaq Capital Market under the symbol “VEEA” and “VEEAW,” respectively. The new CUSIP number for common stock following the Reverse Stock Split will be 693489205, and the CUSIP number for the public warrants do not change.

 

Continental, the Company’s transfer agent with respect to the common stock and warrant agent with respect to the public warrants, will act as the exchange agent for the Reverse Stock Split.

 

For more information about the Reverse Stock Split, see the Company’s Definitive Proxy Statement on Schedule 14A, which was filed and accepted by the Securities and Exchange Commission on December 4, 2025, with a filing date of December 4, 2025, and mailed to the Company’s stockholders on or about December 4, 2025, the relevant portions of which are incorporated herein by reference. A copy of the form of Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 7.01. Regulation FD Disclosure.

 

On August 26, 2026, the Company issued a press release announcing the Reverse Stock Split. The press release is furnished as Exhibit 99.1 and incorporated by reference herein.

 

The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
3.1   Form of Certificate of Amendment to Amended and Restated Certificate of Incorporation of Veea Inc.
10.1   Demand Promissory Note – August 26, 2026 ($450,000)
10.2   Demand Promissory Note – August 26, 2026 ($450,000)
10.3   Demand Promissory Note – August 26, 2026 ($250,000)
99.1   Press Release dated August 26, 2026
104   Cover Page Interactive Data File (embedded within Inline XBRL document).

 

2

 

 

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: August 26, 2026 By: /s/ Greg Deisher
  Name:  Greg Deisher
  Title: Acting Chief Financial Officer and
Chief Operating Officer

 

3

 

Exhibit 99.1

 

Veea Inc. announces reverse stock split

 

New York, New York, August 26, 2026 (GLOBE NEWSWIRE) – Veea Inc. (Nasdaq: “VEEA”, “Veea” or the “Company”), today announced that it will proceed with a 1-for-20 reverse stock split (“Reverse Stock Split”) of its outstanding shares of common stock following approval by its board of directors. The 1-for-20 ratio is within the range approved by stockholders at an annual meeting of stockholders held on December 30, 2025.

 

The Reverse Stock Split is expected to become effective at 4:30 p.m. Eastern Daylight Time on August 28, 2026 and the Company’s common stock is expected to begin trading on a post-split basis at the market open on August 31 , 2026 under the same symbol (VEEA) with the new CUSIP number 693489205.

 

When the Reverse Stock Split is effective, every 20 shares of the Company’s common stock issued and outstanding will be combined automatically into 1 share of common stock. The Reverse Stock Split will apply equally to all outstanding shares of common stock, and each stockholder will hold the same percentage of common stock outstanding immediately following the Reverse Stock Split, except for adjustments that may result from the treatment of fractional shares. Fractional shares will be rounded up to the next whole share, and proportionate adjustments will be made to equity plans. Additionally, all equity awards outstanding immediately prior to the Reverse Stock Split will be proportionately adjusted.

 

Continental Stock Transfer & Trust Co. is acting as the exchange agent and transfer agent for the Reverse Stock Split. Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. Outstanding warrants and other convertible securities will be adjusted in accordance with the terms and conditions of such documents, consistent with the terms of this Reverse Stock Split. Stockholders owning shares through a bank, broker or other nominee will have their positions adjusted to reflect the Reverse Stock Split.

 

Additional information about the Reverse Stock Split can be found in the Company’s definitive proxy statement (Form DEF 14A) filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 4, 2025 and Form 8-K filed with the SEC on January 6, 2026.

 

About Veea Inc.

 

Veea Inc. (NASDAQ: VEEA) is a leading AI-driven edge infrastructure company. Founded in 2014 and headquartered in New York City, Veea enables enterprises, service providers, and public sector organizations to deploy AI-powered applications and services at the edge. Built on Veea-developed and third-party devices, the VeeaONE platform integrates connectivity, computing, cybersecurity, and storage into a unified, hyperconverged network solution, delivered through a full software stack spanning edge to cloud — bringing AI to deployments that range from SMBs to enterprise campuses, smart industries, and remote communities. With more than 123 patents across related technology domains, Veea has been recognized by Gartner for its innovations in edge computing. For more information, visit www.veea.com.

 

Cautionary Statement Regarding Forward-Looking Statements

 

Certain statements in this press release constitute “forward-looking statements.” Such forward-looking statements are often identified by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “forecasted,” “projected,” “potential,” “seem,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or otherwise indicate statements that are not of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements include, but are not limited to, risks and uncertainties including those regarding: the Company’s business strategies, and the risk and uncertainties described in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Cautionary Note on Forward-Looking Statements” and the additional risk described in Veea’s annual report on Form 10-K for the year ended December 31, 2025, quarterly reports on Form 10-Q, registration statements on Form S-1, and any other filings which Veea makes with the U.S. Securities and Exchange Commission. These forward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are not limited to: the ability of Veea to grow and manage growth profitably, maintain key relationships and retain its management and key employees; risks related to the uncertainty of the projected financial information with respect to Veea; risks related to the price of Veea’s securities, including volatility resulting from changes in the competitive and highly regulated industries in which Veea plans to operate, variations in performance across competitors, changes in laws and regulations affecting Veea’s business and changes in the combined capital structure; and risks related to the ability to implement business plans, forecasts, and other expectations and identify and realize additional opportunities. The foregoing list of factors is not exhaustive.

 

You are cautioned not to place undue reliance on these forward-looking statements, which only speak as of the date made, are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of Veea. Veea expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations of Veea with respect thereto or any change in events, conditions or circumstances on which any statement is based.

 

Media Contact:

 

Thomas Latiolais
Email: thomas.latiolais@veea.com

 

Source: View Original Filing on SEC EDGAR

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