VEEA INC. (VEEAW) SEC 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. is offering up to $4,353,000 of common stock in an at-the-market program under a sales agreement with Roth Capital Partners, which will receive a 3.0% commission on gross proceeds. Shares will be sold from time to time on Nasdaq at prevailing prices.

As of August 11, 2026, Veea had 62,214,156 common shares outstanding, with a hypothetical 34,575,059 shares issuable in this program (at $0.1259) bringing total shares to 96,789,215. Management plans a 1‑for‑20 reverse stock split to address Nasdaq’s $1.00 minimum bid requirement.

The company highlights significant outstanding convertible notes, warrants and equity awards, plus recent financings including insider loans from NLabs, note conversions into preferred stock and common shares, a White Lion convertible note facility, and a secured term loan facility of up to $10,550,000. Proceeds from the ATM are earmarked for R&D, sales and marketing, and general corporate purposes, with acknowledged dilution risk to new investors.

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. filed a shelf registration on Form S-3 to offer, issue and sell, from time to time, up to $75,000,000.00 of common stock, preferred stock, debt securities, warrants, subscription rights and units. The shelf permit allows multiple offerings under this prospectus with specific terms provided in future prospectus supplements.

The prospectus states 55,116,953 shares outstanding as of June 24, 2026 and reports an aggregate market value of common stock held by non-affiliates of $20,529,470 based on a cited price. The filing describes distribution methods, warrant terms (including 6,384,284 public warrants exercisable at $11.50), authorized share counts, and corporate background, and identifies 123 granted patents and 32 pending applications.

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. 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.