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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.
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) |
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 |