VEEA INC 8-K Filings

Veea Inc. (VEEA) reports two related-party financings and a senior leadership change. On July 30 and 31, 2026, principal stockholder NLabs Inc., an affiliate of Veea’s CEO, made unsecured loans of $500,000 and $100,000 to Veea, documented as Demand Promissory Notes. Each note bears 10% annual interest, calculated on a 365‑day basis, and is payable upon the earlier of December 31, 2026 or demand, with no prepayment penalty; proceeds are for working capital.

The board terminated Chief Financial Officer and Senior Vice President Randal Stephenson without cause effective July 31, 2026, and appointed Greg Deisher, currently Chief Operating Officer and Executive Vice President, as Acting Chief Financial Officer from that date. On August 11, 2026, Veea and Mr. Stephenson entered into a Separation Agreement providing three months’ gross salary paid over six months, retention of previously vested stock options, and customary accrued compensation and expense reimbursements.

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.

Veea Inc. describes updates to its financing arrangements with White Lion Capital LLC. Under a previously agreed Note Purchase Agreement for up to $2,500,000 of unsecured Convertible Notes and related warrants, the company completed four closings, each issuing a Convertible Note with a face amount of $555,556. Earlier closings also included warrants, such as a First Warrant to purchase 990,099 shares of common stock at an exercise price of $0.505 per share, and additional warrants sized by dividing $500,000 by the closing price of the common stock at the time.

On August 10, 2026, Veea and White Lion entered into an Amendment, Waiver and Warrant Cancellation Agreement. The First, Second and Third Warrants, covering an aggregate of 2,612,822 shares, were cancelled in connection with a regular purchase notice under the existing equity line of credit. White Lion waived rights to receive warrants at the fourth closing and any rights to a fifth closing, and the deadline for stockholder approval tied to the Note Purchase Agreement was moved to September 30, 2026. White Lion also waived its rights in connection with an at-the-market offering under Veea’s Form S-3, while Veea agreed to use commercially reasonable efforts to include White Lion’s registrable securities in its next Form S-3 registration.

Veea Inc. entered into two unsecured demand promissory notes with principal stockholder NLabs Inc., an affiliate of its Chief Executive Officer. NLabs lent $500,000 on July 30, 2026 and $100,000 on July 31, 2026. Each note bears interest at an annual rate of 10%, calculated on a 365‑day year, and is payable, together with accrued interest, upon the earlier of December 31, 2026 and demand by NLabs. Veea may prepay the notes at any time without penalty, and the proceeds are designated for working capital purposes.

The board approved the termination, without cause, of Chief Financial Officer and Senior Vice President Randal Stephenson, effective July 31, 2026, and Veea and Mr. Stephenson are negotiating a termination and severance agreement to be disclosed and filed once completed. The board also appointed Greg Deisher, the company’s Chief Operating Officer and Executive Vice President, to serve as Acting Chief Financial Officer effective July 31, 2026, while he continues in his existing roles. Veea states that Mr. Deisher is a certified public accountant with more than 20 years of senior financial and operational experience and no disclosable related‑party relationships or selection arrangements.

Veea Inc. entered a Note Conversion Agreement with NLabs Inc., an affiliate of its CEO, to convert outstanding debt into equity and warrants. About $4,132,910.49 of principal and accrued interest under NLabs demand notes were exchanged for 41,329 shares of Series A-1 preferred stock and Common Warrants.

The Common Warrants allow NLabs to purchase up to 13,331,969 shares of common stock at $0.31 per share, first exercisable on January 1, 2027 and expiring on June 25, 2031. Each Series A-1 preferred share is initially convertible into 323 common shares, giving voting rights and dividend equivalence to common stock. The issuance was made as an unregistered transaction relying on the Section 3(a)(9) exemption from Securities Act registration.

Veea Inc. entered into agreements with existing investors to convert debt into equity and resolve issues around prior share deliveries. On June 8, 2026, the company converted $750,000 of unsecured convertible note principal and accrued interest into 1,891,388 shares of common stock at a per share price of $0.4401.

On the same date, Veea issued 1,765,296 additional common shares to four investors as consideration for releasing the company from liability related to late share delivery on earlier automatic note conversions. Both sets of shares carry registration rights, with Veea agreeing to use commercially reasonable efforts to file a resale registration statement with the SEC on or before September 4, 2026 and to keep it effective for a defined period.

Veea Inc. reported that it is no longer in compliance with certain Nasdaq corporate governance requirements after independent director Douglas Maine, who served on the board, audit committee and compensation committee, unexpectedly passed away on June 1, 2026.

With six directors and only three classified as independent, the company no longer meets Nasdaq’s majority independent board rule, nor the minimum independent member requirements for its audit and compensation committees. Nasdaq’s letter dated June 3, 2026 grants Veea a cure period until the earlier of its next annual shareholder meeting or May 31, 2027, subject to an earlier deadline of November 27, 2026 if the meeting occurs before that date. Veea plans to take actions to regain compliance, although it notes there is no assurance this will occur within the cure periods. The notice has no immediate effect on the listing of its common stock and public warrants, which continue to trade on the Nasdaq Capital Market under the symbols VEEA and VEEAW.

Veea Inc. appointed two existing leaders to expanded roles and granted them stock options under its 2024 Incentive Equity Plan. Effective June 1, 2026, Senior Vice President Greg Deisher became Chief Operating Officer and Executive Vice President, filling a vacancy created by a prior resignation.

Deisher received options to purchase up to 50,000 common shares at an exercise price of $0.5518 per share, expiring June 1, 2031, with vesting starting June 1, 2027 and continuing monthly thereafter. Chief Commercial Officer Mark Tubinis was also named Executive Vice President, saw his annual salary increase from $210,000 to $240,000, and received options for up to 25,000 shares on the same price, term, and vesting structure. The company notes there are no family relationships or related‑party arrangements tied to these appointments.

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.

Veea Inc. has transferred the listing of its common stock and public warrants from The Nasdaq Global Market to The Nasdaq Capital Market after failing to meet several Nasdaq continued listing standards. The transfer took effect at the open of business on April 9, 2026, and the securities continue trading under the symbols “VEEA” and “VEEAW.”

Nasdaq granted Veea a second 180-day period, until September 28, 2026, to regain compliance with the minimum $1.00 bid price requirement, which must be met for at least 10 consecutive business days. Earlier notices had cited noncompliance with the $15,000,000 minimum market value of publicly held shares and the $50 million minimum market value of listed securities required for The Nasdaq Global Market. The company has notified Nasdaq that it intends to cure the bid-price deficiency, including by effecting a reverse stock split if necessary.

Veea Inc. converted significant related-party obligations into equity and moved to preserve its Nasdaq listing. On March 30, 2026, NLabs converted $16,876,400 of demand note principal and interest into 168,764 Series A preferred shares at $100.00 per share. Unpaid rent and fees totaling $4,323,600 under two New York lease arrangements were also converted into 43,236 Series A preferred shares.

Each Series A preferred share votes with common stock on an as-converted basis and is convertible into common stock using the $100.00 per share value divided by $0.503. Veea will issue NLabs a warrant to purchase 33,551,486 common shares at $0.503 per share and expects stockholders’ equity to be at least $5,000,000 after these conversions. The company has applied to transfer its listing from The Nasdaq Global Market to The Nasdaq Capital Market and requested an additional 180 days, until September 30, 2026, to regain compliance with Nasdaq’s minimum bid price requirement.

Veea Inc. entered into a new secured term loan facility through its subsidiary VeeaSystems Inc. with Pasadena Private Lending, Inc. for up to $10,550,000. An initial $5,500,000 was funded on February 17, 2026 with a five-year maturity.

The loan bears interest at the prime rate, with a floor of 5.75%, plus a 4.50% margin, with interest paid monthly and principal installments of $58,000 starting March 17, 2027. Proceeds are for general corporate and working capital purposes.

Obligations are guaranteed by Veea Inc., the domestic subsidiaries, and jointly and severally by CEO Allen Salmasi and his spouse, and are secured by first-priority liens on equity interests and substantially all personal property of the borrower and certain subsidiaries. The agreement includes financial covenants on leverage, liquidity, senior debt to EBITDA, and debt service coverage, tested quarterly, and customary events of default that allow acceleration and foreclosure on collateral.

Veea Inc. entered into a Note Purchase Agreement with White Lion Capital under which it may issue up to $2,500,000 of unsecured convertible notes and accompanying stock purchase warrants. At the first closing on January 14, 2026, Veea issued a convertible note with a face amount of $555,556 and a warrant to buy 990,099 common shares at $0.505 per share, receiving net cash proceeds of $475,000.

The notes mature in 12 months, bear interest at 5% per year and are convertible at White Lion’s option at the lesser of $0.75 per share or 90% of the lowest 10-day volume-weighted average price, subject to a 4.99% (or, at White Lion’s election, 9.99%) ownership cap. The five-year warrants carry similar ownership limits, and Veea can require exercise if the shares are registered for resale and its stock trades above $3.00 for 30 consecutive trading days.

Veea also amended its existing equity line with White Lion, extending the commitment period to June 30, 2027 and agreeing to issue additional common shares valued at up to $100,000 based on future VWAP and equity line usage thresholds.

Veea Inc. entered into a new unsecured loan with principal stockholder NLabs Inc. on January 5, 2026. NLabs lent Veea $14,100,000 under a Demand Promissory Note bearing 10% annual interest, with all principal and interest due on the earlier of March 31, 2026 or whenever NLabs demands repayment. Veea may repay the note early at any time without penalty.

Veea used the loan proceeds to repay in full its line of credit with JP Morgan Chase. The company paid the bank $14,076,218, covering all outstanding principal and interest as of January 5, 2026, and the line of credit and all related commitments were terminated.

Veea Inc. received three Nasdaq notices on September 29, 2025 for failing to meet key continued listing standards on the Nasdaq Global Market. Its common stock traded below the $1.00 minimum bid price for 30 consecutive business days, triggering a 180-day cure period to March 30, 2026, during which the bid must close at or above $1.00 for at least 10 consecutive business days.

Nasdaq also found Veea out of compliance with the required $15,000,000 market value of publicly held shares and the $50,000,000 market value of listed securities, each with a similar 180-day window to regain compliance by maintaining those levels for 10 consecutive business days. The notices carry no immediate delisting, and Veea’s stock and warrants continue trading under “VEEA” and “VEEAW.” The company may seek an additional grace period or a transfer to the Nasdaq Capital Market, and it intends to monitor its trading metrics and consider options to restore compliance.