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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):
June 11, 2026 (June 8, 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.
Note Conversion Agreements
On June 8, 2026, Veea Inc., a Delaware corporation
(the “Company”), entered into Note Conversion Agreements (each a “Note Conversion Agreement” and
collectively, the “Note Conversion Agreements”) with two existing investors (each a “Note Conversion Investor”
and collectively, the “Note Conversion Investors”), pursuant to which the Note Conversion Investors agreed, with respect
to an unsecured convertible note issued to each of them on September 13, 2024 (each a “Note” and collectively, the
“Notes”), which Notes both matured on March 13, 2026, to the automatic conversion of the principal and accrued interest
under the Notes into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”)
at a per share price equal to the closing bid price of the Common Stock on the Nasdaq Capital Market on June 5, 2026 ($0.4401) (the “Per
Share Price”) as soon as practicable thereafter but no later than one business day following the execution of the Note Conversion
Agreements. On June 8, 2026, Notes having an aggregate of $750,000 in principal and accrued interest were converted into 1,891,388 shares
of Common Stock (the “Conversion Shares”).
Under the terms of the Note Conversion
Agreements, the Note Conversion Investors have been granted certain registration rights with respect to the Conversion Shares,
pursuant to which the Company has agreed to use its commercially reasonable efforts to (i) file a resale registration statement with
the Securities and Exchange Commission (“SEC”) on or before September 4, 2026, (ii) have the registration
statement declared effective, as soon as practicable thereafter, and (iii) cause the registration statement to remain effective with
respect to the Conversion Shares until the earliest of (A) two years from the date of issuance of the Conversion Shares, (B) the
date on which the Note Conversion Investors cease to hold any of the Conversion Shares covered by such registration statement, or
(C) the first date on which the Note Conversion Investors can sell all of their Conversion Shares (or shares received in exchange
therefor) under Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”) without
limitation as to the manner of sale or the amount of such securities that may be sold.
The Note Conversion Agreements also contain customary
representations and warranties of the Company and the Note Conversion Investors, covenants and indemnification agreements, all as are
normally included in this type of an agreement.
The foregoing summary of the Note Conversion Agreements
is not complete and is qualified in its entirety by reference to the full text of the Note Conversion Agreements, a copy of the form of
Note Conversion Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Share Issuance Agreements
On June 8, 2026, the Company, entered into Share
Issuance Agreements (each a “Share Issuance Agreement” and collectively, the “Share Issuance
Agreements”) with four existing investors (each a “Share Issuance Investor” and collectively, the
“Share Issuance Investors”), pursuant to which the Share Issuance Investors agreed that in consideration for
their releasing the Company from any liability or damages in connection with the late delivery of shares of Common Stock upon the
prior automatic conversion of their Notes, as a result of a “Broker Transfer” (as such term is defined in the Note
Purchase Agreement, dated September 10, 2024, between the Company, the Share Issuance Investors and certain other investors), to
accept the issuance of shares of Common Stock equal to a number of shares of Common Stock determined by dividing the Calculation
Amount by the Per Share Price, with the “Calculation Amount,” with respect to each Share Issuance Investor, being an
amount equal to the sum of (i) the original principal amount of the Note, and (ii) interest on the original principal amount of the
Note through the date of issuance of the shares of Common Stock, pursuant to the applicable Share Issuance Agreement (the
“Share Issuance Shares”), calculated assuming that no automatic conversion of the Note had previously occurred.
On June 8, 2026, the Company issued to the Share Issuance Investors an aggregate of 1,765,296 Share Issuance Shares.
The Share Issuance Agreements contain the same registration
rights, with respect to the Share Issuance Shares as provided in the Note Conversion Agreements with respect to the Note Conversion Shares.
The Company and the Share Issuance Investors also provided mutual general releases in their respective Share Issuance Agreements.
The Share Issuance Agreements also contain customary
representations and warranties of the Company and the Share Issuance Investors, covenants and indemnification agreements, with respect
to any breach of the applicable general releases, all as are normally included in this type of an agreement.
The foregoing summary of the Share Issuance Agreements
is not complete and is qualified in its entirety by reference to the full text of the Share Issuance Agreements, a copy of the form of
Share Issuance Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.
Item 3.02. Unregistered Sale of Equity Securities
The information contained above under Item 1.01, to
the extent applicable, is hereby incorporated by reference herein. Based in part upon the representations of the Note Conversion Investors
in each Note Conversion Agreement and the representations of the Share Issuance Investors in each Share Issuance Agreement, the issuance
of the Note Conversion Shares and the Share Issuance Shares, respectively, were made in transactions exempt for registration in reliance
on the exemption afforded by Section 4(a)(2) of the Securities Act, and corresponding provisions of state securities or “blue sky”
laws.
None of the securities have been registered under
the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or
an applicable exemption from the registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto is
an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Document |
| 10.1* |
|
Note Conversion Agreement, dated June 8, 2026, by and between the Company and each of the Note Conversion Investors |
| 10.2* |
|
Share Issuance Agreement, dated as of June 8, 2026, by and between the Company and each of the Share Issuance Investors |
| 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: June 11, 2026 |
By: |
/s/ Allen Salmasi |
| |
Name: |
Allen Salmasi |
| |
Title: |
Chief Executive Officer |
3
