false
0001840317
0001840317
2026-07-30
2026-07-30
0001840317
VEEA:CommonStockParValue0.0001PerShareMember
2026-07-30
2026-07-30
0001840317
VEEA:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember
2026-07-30
2026-07-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 5, 2026 (July 30, 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 July 30, 2026 and
July 31, 2026, NLabs Inc, a Delaware corporation (“NLabs”) made unsecured loans to Veea Inc., a Delaware corporation
(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 $500,000 and $100,000, respectively, and evidenced by two Demand Promissory Notes (the
“Notes”). Interest on each of the Notes accrues and is 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 interest 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 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are each 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 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Randal
Stephenson as the Company’s Chief Financial Officer
On July 30, 2026, the
Board of Directors (the “Board”) of the Company approved the termination of Randal Stephenson’s positions as
Chief Financial Officer and Senior Vice President of the Company and the termination of his employment, without cause, effective as of
July 31, 2026 (the “Departure”). Mr. Stephenson and the Company are currently negotiating a termination and severance
agreement (the “Termination Agreement”), in connection with the Departure, and the Company will report the terms of
the Termination Agreement, when it has been completed and executed by the Company and Mr. Stephenson, in a future Current Report on Form
8-K, and will file a copy of the Termination Agreement as an exhibit to that Current Report on Form 8-K.
Appointment of Greg
Deisher as the Company’s Acting Chief Financial Officer
On July 30, 2026, the
Board approved the appointment of Greg Deisher, currently the Chief Operating Officer and Executive Vice President of the Company, to
replace Mr. Stephenson as the Company’s Chief Financial Officer, effective as of July 31, 2026, and Mr. Deisher has served as the
Acting Chief Financial Officer of the Company since that date. Mr. Deisher will also continue to serve as Chief Operating Officer and
an Executive Vice President of the Company.
Mr. Deisher has served
in senior financial and operational leadership roles for over 20 years including multiple professional experiences in Russia, China and
South East Asia. From 2024 to 2026, Mr. Deisher served as the CFO of Wallarm Inc, a cybersecurity company specializing in API (Application
Programming Interfaces) Security. From 2019 to 2024, Mr. Deisher served as the CFO of Vapor IO, Inc., an ultra low latency edge datacenter
company. From 1990 to 1997, Mr. Deisher worked at PricewaterhouseCoopers (“PwC”), and during his tenure at PwC, he
worked as a Senior Auditor at the PwC’s Dallas office, where he served oil & gas and banking clients, and he worked as a Senior
Manager, Tax & Legal of the Almaty, Kazakhstan office, where he served clients consisted of international telecom, oil & gas (including
ExxonMobil, Chevron & Shell) and FMCGs (Unilever, P&G plus both Coca-Cola and Pepsi). Mr. Deisher obtained his bachelor’s
degree from Texas Tech University and completed graduate studies in Chinese language and China studies at University of Texas, Austin.
Mr. Deisher is a certified public accountant (CPA).
Mr. Deisher has no family
relationships with any of the Company’s directors or executive officers, and he is not a party to, and does not have any direct
or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements
or understandings between Mr. Deisher and any other persons pursuant to which he was selected as an executive officer.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Demand Promissory Note – July 30, 2026 ($500,000) |
| 10.2 |
|
Demand Promissory Note – July 31, 2026 ($100,000) |
| 104* |
|
Cover Page Interactive Data File (embedded
within the Inline 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 5, 2026 |
By: |
/s/ Greg Deisher |
| |
Name: |
Greg Deisher |
| |
Title: |
Chief Financial Officer and
Chief Operating Officer |
