| | On August 12, 2025, Veea Inc., a Delaware corporation (the "Company"), entered into a Placement Agency Agreement (the "Placement Agency Agreement") with A.G.P. /Alliance Global Partners (the "Placement Agent") whereby the Placement Agent agreed to act, on a "reasonable best efforts" basis, as placement agent in connection with the Company's registered public offering (the "Offering") of up to 9,239,096 shares of common stock, par value $0.0001 per share (the "Common Stock", and such shares, the "Common Shares"), each with one accompanying common warrant (the "Warrants", and the shares of Common Stock to be issued upon exercise of the Warrants, the "Warrant Shares") to purchase one share of Common Stock, (the Common Shares, the Warrants, and the Warrant Shares, collectively, the "Securities"). The Company also entered into a securities purchase agreement (the "Securities Purchase Agreement") with the investors who purchased Securities in the Offering.
Included in the aggregate securities purchased are 3,239,096 shares of Common Stock and accompanying warrants that were issued to NLabs Inc., a Delaware corporation ("NLabs") an existing stockholder and an affiliate of the Company and the Company's Chief Executive Officer, in exchange for the extinguishment of certain of the Company's outstanding non-convertible promissory notes in the aggregate principal amount, plus accrued interest, of $3,239,096.
Under the terms of the Offering, the Company agreed to sell each Common Share with one accompanying Warrant in the Offering at a public offering price of $1.00 per Common Share with one accompanying Warrant. The Warrants are exercisable immediately upon issuance and have an initial exercise price of $1.10 per share, subject to certain adjustments, and will expire five years from the date of issuance. The Warrants contain ownership limitations pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company's outstanding common stock.
The Offering closed on August 14, 2025. The securities were registered pursuant to the registration statement on Form S-1 (File No. 333-288878), which was initially filed with the Securities and Exchange Commission (the "Commission") on July 23, 2025, as amended, and which the Commission declared effective on August 12, 2025, and the registration statement on Form S-1MEF (File No. 333-289555), filed with the Commission on August 13, 2025.
As compensation for services rendered by the Placement Agent in connection with the Offering, the Company agreed to pay the Placement Agent an aggregate cash fee of (i) 7.0% of the aggregate gross proceeds raised in the Offering by the investors introduced by the Placement Agent plus (ii) 3.5% of the aggregate gross proceeds raised in the offering by the investors introduced by the Company. The Placement Agent received no cash fee for any Securities purchased by NLabs in this offering in satisfaction of the promissory notes. The Company agreed to reimburse the Placement Agent for up to $70,000 for its legal fees, and $10,000 for non-accountable fees and expenses.
The Company received gross proceeds from the Offering of approximately $6.0 million, before deducting Placement Agent fees and other estimated offering expenses payable by the Company. The net proceeds to the Company from the Offering, after deducting the Placement Agent's fees and expenses and estimated offering expenses (excluding proceeds to the Company, if any, from the future exercise of the Common Warrants), were approximately $5.3 million. The Company intends to use the net proceeds from the Offering for investments in inventory and customer support infrastructure, working capital and general corporate purposes.
The Company has agreed not to issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of the Company's (or its subsidiary's) securities for a period of ninety (90) days from the closing of the Offering, subject to certain exceptions, and not to issue or enter into an agreement to issue any shares or securities pursuant to a variable rate transaction (as defined in the Securities Purchase Agreement), however these standstills shall be reduced to seventy-five (75) days for transactions with respect to the Company's equity line of credit facility with White Lion Capital, LLC. Additionally, in connection with the Offering, each of the officers, directors, and holders of 5% or more of our outstanding shares of common stock, who are affiliates of our officers or directors, of the Company entered into lock-up agreements, pursuant to which they agreed not to sell or transfer any of the Company securities they hold, subject to certain exceptions, during the ninety (90) day period following the closing of the Offering.
Item 3 above is hereby incorporated into this Item 4 by reference. Certain Reporting Persons hold a substantial position in the Issuer. Mr. Salmasi serves as Chief Executive Officer and chairman of the board of directors of the Issuer, and in such capacity may have the ability to influence the Issuer's management and operations directly in his position. Although the Reporting Persons do not have any specific plan or proposal to acquire additional shares or to dispose of Common Stock, consistent with their investment purpose, the Reporting Persons may at any time and from time to time acquire additional shares of Common Stock or, subject to the Lock-Up Agreement (as described above), dispose of shares of Common Stock, depending upon their ongoing evaluation of their investment, prevailing market conditions, other investment opportunities, and/or other investment considerations.
Except as disclosed in this Schedule 13D, the Reporting Persons currently do not have any other plans or proposals which relate to, or would result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of this Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto. |
| (b) | The beneficial ownership of each Reporting Person is as follows:
(i) Mr. Salmasi beneficially owns 29,356,151 shares of Common Stock representing 55.21% of the class, which is Includes 437,029 shares of common stock of the issuer, par value $0.0001 per share (the "Common Stock"), directly owned by Mr. Salmasi; 2,992,475 shares of Common Stock issuable upon the exercise of options held by Mr. Salmasi; 17,388,017 shares of Common Stock and 5,239,096 shares of Common Stock issuable upon the exercise of common warrants held by NLabs Inc., of which Mr. Salmasi is the Chief Executive Officer and stockholder; 2,808,475 shares held by Salmasi 2004 Trust ("Salmasi Trust"), the trustee of which is Mr. Salmasi's spouse; and 491,059 shares held by Mr. Salmasi's spouse.
(ii) NLabs beneficially owns 22,627,113 shares of Common Stock held by or issuable to the NLabs, representing 45.09% of the class. |
| | Common Warrants
On August 14, 2025, in connection with the Company's "reasonable best efforts" public offering of securities, up to 9,239,096 shares of common stock each with one accompanying common warrant to purchase one share of Common Stock. The Warrants were exercisable immediately upon issuance and have an initial exercise price of $1.10 per share, subject to certain adjustments, and will expire five years from the date of issuance. The Warrants contain ownership limitations pursuant to which a holder does not have the right to exercise any portion of their warrants if it would result in the holder (together with its affiliates) beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of the Company's outstanding common stock.
Lock-Up Agreements
On August 12, 2025, in connection with the Company's "reasonable best efforts" public offering of securities, directors and officers of the Company entered into lock up agreements, pursuant to which they agreed subject to specified exceptions, not to sell or transfer any shares of common stock or securities convertible into, or exchangeable or exercisable for, our shares of common stock during a period ending 90 days after the closing of this offering, without first obtaining the written consent of the sole Placement Agent. |
