8-K
Iveda Solutions, Inc. (IVDA)
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): February 9, 2026
IvedaSolutions, Inc.
(ExactName of Registrant as Specified in its Charter)
| Delaware | 001-41345 | 20-2222203 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 1744 S. Val Vista, Suite 213 | ||
| --- | --- | |
| Mesa, Arizona | 85204 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (480) 307-8700
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<br> Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)<br> under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)<br> 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 | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value<br> $0.00001 per share | IVDA | The<br> Nasdaq Stock Market LLC |
| Common Stock Purchase Warrants | IVDAW | The<br> 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 or Rule 12b-2 of the Securities Exchange Act of 1934:
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. ☐
Item1.01 Entry into a Material Definitive Agreement.
On February 11, 2026, Iveda Solutions, Inc., a Delaware corporation (the “Company”) consummated a public offering (the “Offering”) of (i) 5,259,999 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share (“Common Stock”) at an offering price of $0.35 per share of Common Stock, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 454,287 shares of Common Stock, at an offering price of $0.3499 per Pre-Funded Warrant and (iii) accompanying series x warrants (the “Series X Warrants”) to purchase up to 11,428,572 shares of Common Stock.and accompanying Series X Warrant.
The Pre-Funded Warrants are immediately exercisable subject to certain ownership limitations, have an exercise price of $0.0001 per share, and may be exercised at any time until all of the Pre-Funded Warrants have been exercised in full. The Series X Warrants are exercisable at a price of $0.35 per share, are exercisable from and after the date of their issuance and expire on the second (2)-year anniversary of the original issuance date.
In connection with the Offering, on February 9, 2026, the Company also entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors who purchased shares of Common Stock, Pre-Funded Warrants and Series X Warrants in this Offering.
On August 28, 2024, as amended on September 4, 2024, February 20, 2025, January 14, 2026, and February 9, 2026. respectively, the Company, entered into an engagement agreement (the “Engagement Agreement”) with H.C. Wainwright & Co., LLC (the “Placement Agent”), pursuant to which the Company engaged the Placement Agent as the placement. Pursuant to the Engagement Agreement, in connection with the Offering, paid the Placement Agent a cash fee of 7.0% in the amount of $140,000, issued the Placement Agent, or its designees, placement agent warrants (the “Placement Agent Warrants”) to purchase up to 400,000 shares of Common Stock ((or 7.0% of the number of Shares sold and Pre-Funded Warrants in this Offering) (the “Placement Agent Warrant Shares). The Placement Agent Warrants are exercisable on the issuance date, have an exercise price of $0.4375 per share (representing 125% of the public offering price per share of Common Stock), and have a termination that is two (2) years from the issuance date. In addition, the Company reimbursed the Placement Agent for its accountable offering-related legal expenses in an amount of $100,000.
The Shares, Pre-Funded Warrants, Series X Warrants, Placement Agent Warrants, and the shares of Common Stock underlying the Pre-Funded Warrants, Series X Warrants, and Placement Agent Warrants issued in the Offering were offered pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-293126) (the “Registration Statement”), initially filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, on February 2, 2026, and declared effective by the SEC on February 9, 2026.
The Offering closed on February 11, 2026, for aggregate gross proceeds of approximately $2 million before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include research and development of software products, repayment of existing indebtedness, working capital, capital expenditures, acquisitions, joint ventures and stock repurchase programs.
The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, the Placement Agent, or the investors, as the case may be and other obligations of the parties.
Pursuant to the terms of the Purchase Agreement, the Company has agreed that for a period of up to twelve (12) months from the closing of this Offering, that neither the Company nor any subsidiary may (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents or (ii) file any registration statement or prospectus, or any amendment or supplement thereto, in each case, subject to certain exceptions. The Company has also agreed not to effect or enter into an agreement to effect any issuance of Common Stock or Common Stock equivalents involving a Variable Rate Transaction, as defined in the Purchase Agreement, for a period of up to six (6) months following the closing of the Offering, subject to certain exceptions.
In addition, each of the Company’s directors and executive officers entered into a lock-up agreement (the “Lock-Up Agreement”), which prohibits them from offering, pledging, announcing the intention to sell, selling, contracting to sell, granting any option or right to purchase, or otherwise transferring or disposing of their shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock for a period of 30 days following the closing of the Offering, subject to certain carveouts. Notwithstanding the foregoing, the Company will be permitted to make sales under our existing at-the-market sales agreement with the Placement Agent.
The foregoing does not purport to be a complete description of each of the Engagement Letter, the Pre-Funded Warrants, the Series X Warrants, the Placement Agent Warrant, and the Purchase Agreement, and is qualified in its entirety by reference to the full text of each of such document, which are filed as Exhibits 1.1, 1.2, 4.1, 4.2, 4.3, and 10.1, respectively, to this Current Report on Form 8-K (this “Form 8-K”) and incorporated herein by reference.
Item8.01 Other Events.
The Company issued press releases announcing the pricing of the Offering on February 9, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
SIGNATURE
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.
| IVEDA,<br> SOLUTIONS, INC | ||
|---|---|---|
| Dated: February 13, 2026 | By: | /s/ Robert J. Brilon |
| Robert<br> J. Brilon<br><br> <br>Chief<br> Financial Officer |
Exhibit99.1
IvedaAnnounces Pricing of $2 Million Public Offering
MESA, Ariz. – February 9, 2026 – Iveda^®^ (Nasdaq: IVDA), the global leader in AI video surveillance and smart city solutions, today announced the pricing of a public offering of 5,714,286 shares of its common stock (or pre-funded warrants in lieu thereof) and series X warrants to purchase up to 11,428,572 shares of its common stock, at a combined public offering price of $0.35 per share (or pre-funded warrant in lieu thereof) and accompanying series X warrants. The series X warrants will have an exercise price of $0.35 per share, will be exercisable immediately upon issuance and will expire two years from the date of issuance. The closing of the offering is expected to occur on or about February 11, 2026, subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The gross proceeds to the Company from the offering are expected to be approximately $2.0 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for general corporate purposes, which may include research and development, repayment of existing indebtedness, working capital, capital expenditures, acquisitions, joint ventures and stock repurchase programs.
A registration statement on Form S-1 (File No. 333-293126) relating to the public offering was declared effective by the Securities and Exchange Commission (the “SEC”) on February 9, 2026. The public offering is being made only by means of a prospectus forming part of the effective registration statement relating to the public offering. A preliminary prospectus relating to the offering has been filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
AboutIveda Solutions^®^
Iveda (NASDAQ: IVDA) is the provider of global solutions for cloud-based, video AI search and surveillance technologies that protect the people, places, and things that matter the most. Iveda’s technology provides instant intelligence to existing infrastructure, enabling cities and organizations around the world to seamlessly enter the fifth industrial revolution. Headquartered in Mesa, Arizona, with a subsidiary in Taiwan, Iveda is publicly traded under the ticker symbol “IVDA.”
CautionaryNote Concerning Forward-Looking Statements
This press release contains forward-looking statements within the meaning of applicable securities laws, including, without limitation, statements regarding the completion of the offering, the satisfaction of customary closing conditions related to the offering and the intended use of net proceeds from the offering. These statements are based on current expectations as of the date of this press release and involve risks and uncertainties that may cause results and uses of proceeds to differ materially from those indicated by these forward-looking statements. We encourage readers to review the “Risk Factors” in the prospectus included in our registration statement on Form S-1 for a comprehensive understanding. Iveda undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release, except as required by applicable laws or regulations.
MediaContact
Olivia Civiletto Erwin
olivia@dottedlinecomm.com
716.785.1108