STOCK TITAN

Veea Inc. (VEEA) launches $4.353M at-the-market equity sales deal with Roth

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Veea Inc. entered into an At Market Issuance Sales Agreement with Roth Capital Partners LLC, allowing Veea to issue and sell shares of its common stock from time to time through or to Roth as sales agent or principal. A prospectus supplement filed on August 13, 2026 covers sales of up to $4,353,000 of common stock (the Placement Shares) under an existing effective Form S-3 registration statement.

Roth will use commercially reasonable efforts to sell shares in transactions qualifying as an “at the market offering” under Rule 415. Veea controls the maximum amount to be sold and may set minimum sale prices. Either party may suspend sales or terminate the agreement on five days’ written notice, and the arrangement ends automatically once all Placement Shares are sold. Roth is entitled to 3.0% of the gross proceeds from each sale as compensation. Veea has no obligation to sell any shares and has agreed to provide indemnification and contribution to Roth against certain liabilities.

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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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ATM capacity $4,353,000 Aggregate offering price of Placement Shares covered by the prospectus supplement
Sales agent commission 3.0% Percentage of gross proceeds from each sale of Placement Shares payable to Roth
Par value per share $0.0001 Par value of Veea’s common stock listed on Nasdaq
Warrant exercise price $11.50 per share Each whole warrant exercisable for one share of common stock at this price
Form S-3 file number 333-297083 Registration Statement on Form S-3 used for the ATM offering
Notice period to terminate 5 days Written notice required by either party to terminate the ATM Agreement
At Market Issuance Sales Agreement financial
"entered into an At Market Issuance Sales Agreement (the “ATM Agreement”)"
An at market issuance sales agreement is a setup where a company arranges for an agent to sell newly issued shares directly into the public market at the current trading price, usually over time as needed. It matters to investors because it gives the company quick, flexible access to cash without setting a fixed price, but can dilute existing shareholders and affect the stock’s supply and short‑term price behavior—like a shop owner adding extra items to a shelf and selling them at whatever the going price is.
at the market offering financial
"deemed to be an “at the market offering” as defined in Rule 415"
An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.
Registration Statement on Form S-3 regulatory
"under its existing Registration Statement on Form S-3 (File No. 333-297083)"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
prospectus supplement regulatory
"filed a prospectus supplement with the Securities and Exchange Commission"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Material Adverse Effect financial
"if there has been a Material Adverse Effect (as such term is defined in the ATM Agreement)"
A material adverse effect is a significant negative change or event that substantially reduces a company’s business, financial condition, or future prospects — think of it like a sudden major engine failure that makes a car unreliable. Investors care because such an event can lower expected profits, trigger contract clauses (allowing counterparties to renegotiate or walk away), and prompt swift stock-price reassessment based on the higher risk and uncertainty.

FAQ

What did Veea Inc. (VEEA) announce regarding new stock issuance?

Veea Inc. entered into an At Market Issuance Sales Agreement with Roth Capital Partners LLC, enabling periodic sales of common stock under an existing Form S-3 registration statement, using an at-the-market structure governed by a filed prospectus supplement.

What is the maximum aggregate amount Veea (VEEA) can sell under the ATM program?

The prospectus supplement covers sales of Veea common stock with an aggregate offering price of up to $4,353,000. These shares, called Placement Shares, may be issued and sold from time to time through or to Roth Capital Partners as sales agent or principal.

How is Roth Capital Partners compensated in Veea’s (VEEA) ATM arrangement?

Roth Capital Partners is entitled to aggregate compensation equal to 3.0% of the gross proceeds from each sale of Placement Shares. This commission applies to shares sold through the agent under the At Market Issuance Sales Agreement executed on August 13, 2026.

Can Veea (VEEA) control pricing and timing of ATM share sales?

Veea may designate the maximum amount of common stock to be sold in any placement and can instruct the agent not to sell below a specified price. Both Veea and Roth may also suspend offerings or terminate the agreement on five days’ written notice.

Is Veea (VEEA) obligated to sell all Placement Shares under the ATM?

No, Veea has no obligation to sell any Placement Shares under the At Market Issuance Sales Agreement. The agreement automatically terminates if all Placement Shares are sold, but Veea and the agent may also terminate earlier with proper written notice.

Under what registration is Veea’s (VEEA) ATM offering being conducted?

The Placement Shares are being offered and sold under Veea’s existing Registration Statement on Form S-3 (File No. 333-297083), which became effective on July 1, 2026, together with a prospectus and an August 13, 2026 prospectus supplement.

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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 13, 2026 (August 13, 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.

 

ATM Agreement

 

On August 13, 2026, Veea Inc., a Delaware corporation (the “Company”), entered into an At Market Issuance Sales Agreement (the “ATM Agreement”) with Roth Capital Partners, LLC as agent (the “Sales Agent”) pursuant to which the Company may issue and sell shares of its common stock, $0.0001 par value per share (“Common Stock”), from time to time through or to the Sales Agent, as agent or principal (the “Offering”). On August 13, 2026, the Company also filed a prospectus supplement with the Securities and Exchange Commission (the “Commission”) covering the sale of shares of Common Stock having an aggregate offering price of up to $4,353,000 (the “Placement Shares”), in connection with the Offering (the “Prospectus Supplement”), along with the base prospectus (hereafter referred to collectively with the Prospectus Supplement as the “Prospectus”), under its existing Registration Statement on Form S-3 (File No. 333-297083), which became effective on July 1, 2026 (the “Registration Statement”).

 

Upon delivery of a Placement Notice (as such term is defined in the ATM Agreement) and subject to the terms and conditions of the ATM Agreement, the Sales Agent shall use its commercially reasonable efforts to sell the Placement Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

 

The Company will designate the maximum amount of Common Stock to be sold through the Sales Agent in any placement under the Offering. The Company may instruct the Sales Agent not to sell any Placement Shares if the sales cannot be effected at or above a price designated by the Company in a Placement Notice. The Company or the Sales Agent may suspend the offering of the Placement Shares being made through the Sales Agent under the ATM Agreement upon proper notice to the other party. The Company and the Sales Agent each have the right, by giving five (5) days’ written notice as specified in the ATM Agreement, to terminate the ATM Agreement in each party’s sole discretion at any time. The Sales Agent may also terminate the ATM Agreement, by notice to the Company, upon the occurrence of certain events as described in the ATM Agreement including, without limitation, if there has been a Material Adverse Effect (as such term is defined in the ATM Agreement). Unless earlier terminated, pursuant to the terms of the ATM Agreement, the ATM Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Sales Agent.

 

The ATM Agreement provides that the Sales Agent will be entitled to aggregate compensation for its services equal to 3.0% of the gross proceeds from each sale of Placement Shares sold through the Sales Agent under the ATM Agreement. The Company has no obligation to sell any Placement Shares under the ATM Agreement. The Company has agreed in the ATM Agreement to provide indemnification and contribution to the Sales Agent against certain liabilities, including liabilities under the Securities Act.

 

 1 

 

 

The Placement Shares will be offered and sold pursuant to the Registration Statement, and offerings of the Placement Shares will be made only by means of the Prospectus. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

 

The foregoing description of the material terms of the ATM Agreement is qualified in its entirety by reference to the full text of the ATM Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

 

The legal opinion of Ellenoff Grossman & Schole LLP, counsel to the Company, relating to the Placement Shares being offered is filed as Exhibit 5.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
5.1   Opinion of Ellenoff Grossman & Schole LLP
10.1   At Market Issuance Sales Agreement, dated August 13, 2026, between Veea Inc. and Roth Capital Partners, LLC
23.1   Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1)
104   Cover Page Interactive Data File (embedded within the 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 13, 2026 By: /s/ Greg Deisher
  Name: Greg Deisher
  Title: Acting Chief Financial Officer and
Chief Operating Officer

 

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Filing Exhibits & Attachments

6 documents