Veea Inc 8-K, filed Aug 26, 2026
Veea Inc. (VEEA)
About this 8-K
Veea Inc filed this 8-K on August 26, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 3.03: Change to shareholders' rights
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 26, 2026 (
| (Exact name of registrant as specified in its charter) |
|
(State or other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(
(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 | ||
| The Stock Market LLC | ||||
| The 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.
On August 26, 2026, NLabs Inc, a Delaware corporation (“NLabs”) made unsecured loans to the Company. NLabs is a principal stockholder of the Company and an affiliate of the Company’s Chief Executive Officer. The loans were in the principal amount of $450,000, $450,000 and $250,000, and evidenced by the Demand Promissory Notes (the “Notes”). Interests on the Notes accrue and are payable at maturity at an annual rate equal to 10%, with interest calculated on the basis of a 365-day year and the actual days elapsed. The Notes and accrued interests thereon are payable upon the earlier of December 31, 2026 and demand by NLabs. The Company may prepay the Notes, in whole or in part, without penalty at any time. The proceeds of the Notes are for working capital purposes.
The foregoing description of the Notes does not purport to be complete and is qualified in its entirety by reference to the Notes, copies of which are attached as Exhibit 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Notes to NLabs is hereby incorporated by reference into this Item 2.03.
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws, Change in Fiscal Year.
As previously announced, on December 30, 2025, the Company held its annual meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders approved a proposal to amend the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to effect a reverse stock split of its issued and outstanding shares of common stock, par value $0.0001 per share, at a ratio not less than one-for-two and not more than one-for-twenty, to be determined in the sole discretion of the Board of Directors of the Company (the “Board”).
On August 10, 2026, the Board approved a one-for-twenty (1:20) reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). The Company intends to file with the Secretary of State of the State of Delaware a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) on August 28, 2026 to effect the Reverse Stock Split. The Reverse Stock Split will become effective as of 4:30 p.m., Eastern Time, on August 28, 2026, and the Company’s common stock will begin trading on a split-adjusted basis when the market opens on August 31, 2026.
When the Reverse Stock Split becomes effective, every twenty (20) shares of the Company’s issued and outstanding common stock will automatically be converted into one share of common stock, without any change in the par value per share. In addition, (i) a proportionate adjustment will be made to the per share exercise price and the number of shares of common stock issuable upon the exercise of all outstanding preferred stock, stock options and warrants, including the publicly traded public warrants, to purchase or exercise for shares of common stock, to the extent that the exercise price of such warrants is not based solely on the market price of the common stock at the time of exercise, (ii) a proportionate adjustment will be made to any fixed conversion prices for other convertible securities of the Company, including any conversion floor prices and (iii) the number of shares reserved for issuance pursuant to the Company’s incentive equity plan, as amended, and employee stock purchase plan will also be reduced proportionately. Any fraction of a share of common stock that would be created as a result of the Reverse Stock Split will be rounded up to the nearest whole share.
1
As of the effective time, each public warrant shall entitle the holder thereof to purchase 1/20th of one share of common stock at an exercise price of $230.00 per whole share; provided however, per the Warrant Agreement, dated as of March 18, 2021, between the Company and Continental Stock Transfer & Trust Company (“Continental”), the public warrants are not exercisable for fractional shares, only whole shares; thereby a holder of the public warrants would need to hold at least 20 public warrants to yield one share.
The Company’s common stock and public warrants will continue to trade on the Nasdaq Capital Market under the symbol “VEEA” and “VEEAW,” respectively. The new CUSIP number for common stock following the Reverse Stock Split will be 693489205, and the CUSIP number for the public warrants do not change.
Continental, the Company’s transfer agent with respect to the common stock and warrant agent with respect to the public warrants, will act as the exchange agent for the Reverse Stock Split.
For more information about the Reverse Stock Split, see the Company’s Definitive Proxy Statement on Schedule 14A, which was filed and accepted by the Securities and Exchange Commission on December 4, 2025, with a filing date of December 4, 2025, and mailed to the Company’s stockholders on or about December 4, 2025, the relevant portions of which are incorporated herein by reference. A copy of the form of Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On August 26, 2026, the Company issued a press release announcing the Reverse Stock Split. The press release is furnished as Exhibit 99.1 and incorporated by reference herein.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished, shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Form of Certificate of Amendment to Amended and Restated Certificate of Incorporation of Veea Inc. | |
| 10.1 | Demand Promissory Note – August 26, 2026 ($450,000) | |
| 10.2 | Demand Promissory Note – August 26, 2026 ($450,000) | |
| 10.3 | Demand Promissory Note – August 26, 2026 ($250,000) | |
| 99.1 | Press Release dated August 26, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document). |
2
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: August 26, 2026 | By: | /s/ Greg Deisher |
| Name: | Greg Deisher | |
| Title: | Acting Chief Financial Officer and Chief Operating Officer | |
3
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
VEEA INC.
A DELAWARE CORPORATION PURSUANT TO SECTION 242
OF THE GENERAL CORPORATION LAW OF THE
STATE OF DELAWARE
Veea Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that:
First: That the name of this Corporation is Veea Inc.
Second: That the Amended and Restated Certificate of Incorporation of the Corporation was originally filed with the Delaware Secretary of State on September 12, 2024 (the “Certificate of Incorporation”).
Third: That, upon the Effective Time (as hereinafter defined) of this Certificate of Amendment (the “Split Effective Time”) each share of the common stock issued and outstanding immediately prior to the date and time of the filing hereof with the Secretary of State of Delaware shall be automatically changed and reclassified into a smaller number of shares such that each twenty (20) shares of issued common stock immediately prior to the Split Effective Time is reclassified into one (1) share of common stock. Notwithstanding the immediately preceding sentence, there shall be no fractional shares issued and, in lieu thereof, a holder of common stock on the Split Effective Time who would otherwise be entitled to a fraction of a share as a result of the reclassification, following the Split Effective Time, shall receive a full share of common stock upon the surrender of such stockholders’ old stock certificate. No stockholders will receive cash in lieu of fractional shares.
Fourth: That, the amendment to the Certificate of Incorporation of the Corporation herein was duly adopted by the Corporation’s Board of Directors at a Special Meeting of the Board of Directors held on August 10, 2026, and by the stockholders at a meeting of stockholders held on December 30, 2025 at which the necessary number of shares were voted in favor of the proposed amendment.
Fifth: That the amendment to the Certificate of Incorporation was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
Sixth: This Certificate of Amendment to the Certificate of Incorporation of the Corporation shall become effective as of August 28, 2026 at 4:30 p.m. Eastern Time (the “Effective Time”).
[Signature Page Follows]
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by its duly authorized officer on this day of August __, 2026.
| VEEA INC. | ||
| By: | ||
| Name: | Greg Deisher | |
| Title: | Executive Vice President, Acting CFO & COO | |
Exhibit 10.1
DEMAND PROMISSORY NOTE
| $ 450,000 | August 26, 2026 |
FOR VALUE RECEIVED, VEEA INC., a Delaware corporation (the “Company”), hereby promises to pay to the order of NLabs Inc., a Delaware corporation or such holder’s assigns (“Holder”), the principal sum of FOUR HUNDRED AND FIFTY THOUSAND DOLLARS AND NO CENTS ($450,000) (the “Principal Amount”) together with interest thereon from the date hereof to maturity at a simple interest at the rate of ten percent (10%) per annum, calculated on the basis of a 365-day year and actual days elapsed since the issuance of this Demand Promissory Note (this “Note”).
The Principal Amount is due on demand, and in the absence of any demand is due on December 31, 2026. All installments, prepayments, and other payments of principal and interest are payable to Holder in cash in immediately available funds to the account designed by Holder.
This Note may be prepaid, in whole or in part, without penalty at any time. At maturity, or upon demand or default or failure to pay any installment of principal and interest required herein, the entire balance shall be immediately due and payable.
Any remedy of Holder upon default of the Company shall be cumulative and not exclusive and choice of remedy shall be at the sole election of Holder. The Company agrees to pay all costs of collection, including reasonable attorney’s fees, whether or not any suit, civil action, or other proceeding at law or in equity, is commenced.
The Company waives demand, presentment for payment, protest and notice of protest and nonpayment of this Note and expressly agrees to remain bound for the payment of principal, interest and other sums provided for by the terms of this Note, notwithstanding any extension or extensions of the time of, or for the payment of, said principal.
No delay or omission on the part of the Lender or holder in exercising any rights shall operate as a waiver of such right.
This Note shall be governed by the laws of the State of New York, and each party hereto agrees to venue and jurisdiction in the federal and state courts located in New York, New York.
IN WITNESS WHEREOF, this Demand Promissory Note is executed as of the date first above written.
| COMPANY: | ||
| VEEA INC. | ||
| By: | /s/ Greg Deisher | |
| Greg Deisher | ||
| EVP & Chief Operating Officer | ||
Exhibit 10.2
DEMAND PROMISSORY NOTE
| $450,000 | August 26, 2026 |
FOR VALUE RECEIVED, VEEA INC., a Delaware corporation (the “Company”), hereby promises to pay to the order of NLabs Inc., a Delaware corporation or such holder’s assigns (“Holder”), the principal sum of FOUR HUNDRED AND FIFTY THOUSAND DOLLARS AND NO CENTS ($450,000) (the “Principal Amount”) together with interest thereon from the date hereof to maturity at a simple interest at the rate of ten percent (10%) per annum, calculated on the basis of a 365-day year and actual days elapsed since the issuance of this Demand Promissory Note (this “Note”).
The Principal Amount is due on demand, and in the absence of any demand is due on December 31, 2026. All installments, prepayments, and other payments of principal and interest are payable to Holder in cash in immediately available funds to the account designed by Holder.
This Note may be prepaid, in whole or in part, without penalty at any time. At maturity, or upon demand or default or failure to pay any installment of principal and interest required herein, the entire balance shall be immediately due and payable.
Any remedy of Holder upon default of the Company shall be cumulative and not exclusive and choice of remedy shall be at the sole election of Holder. The Company agrees to pay all costs of collection, including reasonable attorney’s fees, whether or not any suit, civil action, or other proceeding at law or in equity, is commenced.
The Company waives demand, presentment for payment, protest and notice of protest and nonpayment of this Note and expressly agrees to remain bound for the payment of principal, interest and other sums provided for by the terms of this Note, notwithstanding any extension or extensions of the time of, or for the payment of, said principal.
No delay or omission on the part of the Lender or holder in exercising any rights shall operate as a waiver of such right.
This Note shall be governed by the laws of the State of New York, and each party hereto agrees to venue and jurisdiction in the federal and state courts located in New York, New York.
IN WITNESS WHEREOF, this Demand Promissory Note is executed as of the date first above written.
| COMPANY: | ||
| VEEA INC. | ||
| By: | /s/ Greg Deisher | |
| Greg Deisher | ||
| EVP & Chief Operating Officer | ||
Exhibit 10.3
DEMAND PROMISSORY NOTE
| $250,000 | August 26, 2026 |
FOR VALUE RECEIVED, VEEA INC., a Delaware corporation (the “Company”), hereby promises to pay to the order of NLabs Inc., a Delaware corporation or such holder’s assigns (“Holder”), the principal sum of TWO HUNDRED AND FIFTY THOUSAND DOLLARS AND NO CENTS ($250,000) (the “Principal Amount”) together with interest thereon from the date hereof to maturity at a simple interest at the rate of ten percent (10%) per annum, calculated on the basis of a 365-day year and actual days elapsed since the issuance of this Demand Promissory Note (this “Note”).
The Principal Amount is due on demand, and in the absence of any demand is due on December 31, 2026. All installments, prepayments, and other payments of principal and interest are payable to Holder in cash in immediately available funds to the account designed by Holder.
This Note may be prepaid, in whole or in part, without penalty at any time. At maturity, or upon demand or default or failure to pay any installment of principal and interest required herein, the entire balance shall be immediately due and payable.
Any remedy of Holder upon default of the Company shall be cumulative and not exclusive and choice of remedy shall be at the sole election of Holder. The Company agrees to pay all costs of collection, including reasonable attorney’s fees, whether or not any suit, civil action, or other proceeding at law or in equity, is commenced.
The Company waives demand, presentment for payment, protest and notice of protest and nonpayment of this Note and expressly agrees to remain bound for the payment of principal, interest and other sums provided for by the terms of this Note, notwithstanding any extension or extensions of the time of, or for the payment of, said principal.
No delay or omission on the part of the Lender or holder in exercising any rights shall operate as a waiver of such right.
This Note shall be governed by the laws of the State of New York, and each party hereto agrees to venue and jurisdiction in the federal and state courts located in New York, New York.
IN WITNESS WHEREOF, this Demand Promissory Note is executed as of the date first above written.
| COMPANY: | ||
| VEEA INC. | ||
| By: | /s/ Greg Deisher | |
| Greg Deisher | ||
| EVP & Chief Operating Officer | ||
Exhibit 99.1
Veea Inc. announces reverse stock split
New York, New York, August 26, 2026 (GLOBE NEWSWIRE) – Veea Inc. (Nasdaq: “VEEA”, “Veea” or the “Company”), today announced that it will proceed with a 1-for-20 reverse stock split (“Reverse Stock Split”) of its outstanding shares of common stock following approval by its board of directors. The 1-for-20 ratio is within the range approved by stockholders at an annual meeting of stockholders held on December 30, 2025.
The Reverse Stock Split is expected to become effective at 4:30 p.m. Eastern Daylight Time on August 28, 2026 and the Company’s common stock is expected to begin trading on a post-split basis at the market open on August 31 , 2026 under the same symbol (VEEA) with the new CUSIP number 693489205.
When the Reverse Stock Split is effective, every 20 shares of the Company’s common stock issued and outstanding will be combined automatically into 1 share of common stock. The Reverse Stock Split will apply equally to all outstanding shares of common stock, and each stockholder will hold the same percentage of common stock outstanding immediately following the Reverse Stock Split, except for adjustments that may result from the treatment of fractional shares. Fractional shares will be rounded up to the next whole share, and proportionate adjustments will be made to equity plans. Additionally, all equity awards outstanding immediately prior to the Reverse Stock Split will be proportionately adjusted.
Continental Stock Transfer & Trust Co. is acting as the exchange agent and transfer agent for the Reverse Stock Split. Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. Outstanding warrants and other convertible securities will be adjusted in accordance with the terms and conditions of such documents, consistent with the terms of this Reverse Stock Split. Stockholders owning shares through a bank, broker or other nominee will have their positions adjusted to reflect the Reverse Stock Split.
Additional information about the Reverse Stock Split can be found in the Company’s definitive proxy statement (Form DEF 14A) filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 4, 2025 and Form 8-K filed with the SEC on January 6, 2026.
About Veea Inc.
Veea Inc. (NASDAQ: VEEA) is a leading AI-driven edge infrastructure company. Founded in 2014 and headquartered in New York City, Veea enables enterprises, service providers, and public sector organizations to deploy AI-powered applications and services at the edge. Built on Veea-developed and third-party devices, the VeeaONE platform integrates connectivity, computing, cybersecurity, and storage into a unified, hyperconverged network solution, delivered through a full software stack spanning edge to cloud — bringing AI to deployments that range from SMBs to enterprise campuses, smart industries, and remote communities. With more than 123 patents across related technology domains, Veea has been recognized by Gartner for its innovations in edge computing. For more information, visit www.veea.com.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release constitute “forward-looking statements.” Such forward-looking statements are often identified by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “forecasted,” “projected,” “potential,” “seem,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or otherwise indicate statements that are not of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements include, but are not limited to, risks and uncertainties including those regarding: the Company’s business strategies, and the risk and uncertainties described in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Cautionary Note on Forward-Looking Statements” and the additional risk described in Veea’s annual report on Form 10-K for the year ended December 31, 2025, quarterly reports on Form 10-Q, registration statements on Form S-1, and any other filings which Veea makes with the U.S. Securities and Exchange Commission. These forward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are not limited to: the ability of Veea to grow and manage growth profitably, maintain key relationships and retain its management and key employees; risks related to the uncertainty of the projected financial information with respect to Veea; risks related to the price of Veea’s securities, including volatility resulting from changes in the competitive and highly regulated industries in which Veea plans to operate, variations in performance across competitors, changes in laws and regulations affecting Veea’s business and changes in the combined capital structure; and risks related to the ability to implement business plans, forecasts, and other expectations and identify and realize additional opportunities. The foregoing list of factors is not exhaustive.
You are cautioned not to place undue reliance on these forward-looking statements, which only speak as of the date made, are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of Veea. Veea expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations of Veea with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Media Contact:
Thomas Latiolais
Email: thomas.latiolais@veea.com