Veea Inc 8-K/A, filed Aug 18, 2026
Veea Inc. (VEEA)
About this 8-K/A
Veea Inc filed this 8-K/A on August 18, 2026, reporting on events of July 30, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- 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 18, 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.
EXPLANATORY NOTE
Other than as expressly set forth above, this Amendment does not, and does not purport to, amend, revise, update or restate the information presented in the Report or reflect any events that have occurred after the Report was originally filed.
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Item 1.01 Entry into a Material Definitive Agreement.
On July 30, 2026 and July 31, 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 $500,000 and $100,000, respectively, and evidenced by two Demand Promissory Notes (the “Notes”). Interest on each of the Notes accrues and is 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 interest 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 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are each 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Randal Stephenson as the Company’s Chief Financial Officer
On July 30, 2026, the Board of Directors (the “Board”) of the Company approved the termination of Randal Stephenson’s positions as Chief Financial Officer and Senior Vice President of the Company and the termination of his employment, without cause, effective as of July 31, 2026 (the “Departure”).
Appointment of Greg Deisher as the Company’s Acting Chief Financial Officer
On July 30, 2026, the Board approved the appointment of Greg Deisher, currently the Chief Operating Officer and Executive Vice President of the Company, to replace Mr. Stephenson as the Company’s Chief Financial Officer, effective as of July 31, 2026, and Mr. Deisher has served as the Acting Chief Financial Officer of the Company since that date. Mr. Deisher will also continue to serve as Chief Operating Officer and an Executive Vice President of the Company.
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Mr. Deisher has served in senior financial and operational leadership roles for over 20 years including multiple professional experiences in Russia, China and South East Asia. From 2024 to 2026, Mr. Deisher served as the CFO of Wallarm Inc, a cybersecurity company specializing in API (Application Programming Interfaces) Security. From 2019 to 2024, Mr. Deisher served as the CFO of Vapor IO, Inc., an ultra low latency edge datacenter company. From 1990 to 1997, Mr. Deisher worked at PricewaterhouseCoopers (“PwC”), and during his tenure at PwC, he worked as a Senior Auditor at the PwC’s Dallas office, where he served oil & gas and banking clients, and he worked as a Senior Manager, Tax & Legal of the Almaty, Kazakhstan office, where he served clients consisted of international telecom, oil & gas (including ExxonMobil, Chevron & Shell) and FMCGs (Unilever, P&G plus both Coca-Cola and Pepsi). Mr. Deisher obtained his bachelor’s degree from Texas Tech University and completed graduate studies in Chinese language and China studies at University of Texas, Austin. Mr. Deisher is a certified public accountant (CPA).
Mr. Deisher has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Deisher and any other persons pursuant to which he was selected as an executive officer.
Item 8.01. Other Events
On August 11, 2026, the Company and Mr. Stephenson entered a separation agreement (the “Separation Agreement”), pursuant to which Mr. Stephenson is entitled to (i) a severance payment equal to three months gross salary in semi-monthly installments over a period of six months, (ii) retain all vested stock options that were previously granted to Mr. Stephenson by the Company, and (iii) other customary payments such as accrued, unpaid salary and reimbursement for work related expenses.
The foregoing description of the material terms of the Separation Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1* | Demand Promissory Note – July 30, 2026 ($500,000) | |
| 10.2* | Demand Promissory Note – July 31, 2026 ($100,000) | |
| 10.3 | Separation Agreement, dated August 11, 2026, between Veea Inc. and Randal Stephenson | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Filed previously. |
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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 18, 2026 | By: | /s/ Greg Deisher |
| Name: | Greg Deisher | |
| Title: | Chief
Financial Officer and Chief Operating Officer | |
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Exhibit 10.3
Execution Version
EXECUTIVE SEPARATION AGREEMENT, SEVERANCE AND GENERAL RELEASE
This Executive Separation, Severance and General Release Agreement (this "Agreement") is dated as of July 31, 2026, by and between VEEA INC., a Delaware corporation ("Company"), and Randal V. Stephenson ("Executive").
RECITALS
WHEREAS, Executive has served as the Chief Financial Officer of the Company and certain of its affiliates;
WHEREAS, Executive's employment with the Company was involuntary terminated, without cause, effective on July 31, 2026 (the "Separation Date"); and
WHEREAS, pursuant to the Employment Offer letter dated April 28, 2025 (the “Offer Letter”), which was approved by the Compensation Committee of the Board of Directors, Executive is entitled to certain severance benefits upon an involuntary termination of employment by the Company without Cause (as defined in the Offer Letter), subject to Executive's execution, delivery, and non-revocation of a customary release of claims;
WHEREAS, the parties desire to fully resolve all matters relating to Executive's employment and separation.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.
1. Separation of Employment. Executive's employment with the Company terminated effective as of the Separation Date as a result of an involuntary termination by the Company without Cause. As required by the Offer Letter, this Agreement serves as written notice of Company’s termination of Executive’s employment. The parties acknowledge that the termination is not the result of Executive's resignation, retirement, death, disability, or termination for Cause. As of the Separation Date, Executive is deemed to have resigned from all offices, directorships, and other employment positions if any, then held with the Company and its affiliates, and shall take all actions reasonably requested by the Company to effectuate the foregoing.
2. Compensation and Benefits. Regardless of whether Executive signs this Agreement, the Company will pay Executive (i) all accrued, unpaid base salary through the Separation Date, in accordance with New York Labor Law; (ii) accrued, unused PTO, totaling 12 days; and (iii) reimbursement for all reasonable, documented business expenses submitted per Company policy. All payments made by the Company or its subsidiaries to the Executive pursuant to this Section 2 sub clauses (i) and (ii) shall be reduced by applicable tax withholdings and any other deductions as required by law.
3. Post-Employment Benefits.
(a) Severance. The Offer Letter provides that in the event of the Company terminates Executive’s employment “without cause” following the one year anniversary of Executive’s Start Date (as defined in the Offer Letter), the Company shall pay Executive severance of three (3) months’ gross salary (the “Severance”), payable less deductions applicable to wages as salary continuation in semi-monthly installments in accordance with the Company’s normal payroll practices in effect on the Separation Date. Executive acknowledges that receipt of the Severance is in consideration of Executive execution and non-revocation of this Agreement. Severance payments shall begin on the first regular payroll date that falls at least seven days after the release provided in Section 6 of this Agreement (the “Release”) becomes effective and any revocation period has expired. The first Severance payment shall include all severance payments Executive would have received had the Release become effective on the Separation Date. The payments and benefits provided by this Agreement are in full satisfaction of the Company's severance obligations under the Offer Letter and do not constitute additional severance benefits.
(b) COBRA Premium Assistance. If Executive timely and properly elects continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall reimburse Executive for, the cost of COBRA premiums necessary to continue group health coverage for Executive and Executive’s covered eligible dependents for the three (3)-month period immediately following the Separation Date (“Benefit Continuation Period”). The parties intend that this benefit constitute employer-provided medical coverage excludable from Executive’s gross income to the maximum extent permitted under Sections 105 and 106 of the Internal Revenue Code. Executive shall submit to the Company reasonable documentation evidencing payment of the applicable COBRA premiums, but in no event later than the last day of the calendar year in which the applicable premium was paid. Reimbursement shall be made as soon as reasonably practicable following receipt of such documentation. The Company’s obligation to reimburse COBRA premiums shall automatically terminate upon the earliest of (i) expiration of the Benefit Continuation Period; (ii) Executive becoming eligible for group health coverage through another employer; or (iii) termination of Executive’s COBRA continuation rights. Executive agrees to promptly notify the Company upon becoming eligible for alternative group health coverage. This Section is intended to comply with, or be exempt from, Section 409A of the Internal Revenue Code and shall be interpreted accordingly.
(c) No Additional Benefits. Executive acknowledges that no other post-employment compensation is owed or payable by the Company in connection with the involuntary termination, except as expressly provided in this Agreement or any vested rights under any Company qualified retirement or employee benefit plan.
4. Equity Compensation Awards. The Executive has previously been granted awards of stock options (the “Stock Options”) with respect to the common stock, par value $0.0001 of the Company, pursuant to the terms of the Veea Inc. 2024 Equity Incentive Plan (the “Plan”). The Stock Options shall continue to be governed exclusively by the Plan and the applicable award agreements and nothing contained herein accelerates the vesting of any unvested awards.
5.
General Release of Claims.
(a) As a material inducement and consideration for the Severance and other benefits provided herein, Executive hereby irrevocably releases and waives all claims against the Company and hereby irrevocably forever releases, waives and discharges the Company, its subsidiaries, divisions, affiliates, predecessors, successors and assigns, and all of their respective present and former directors, officers, partners, employees, representatives, consultants, fiduciaries, attorneys and agents (the “Released Parties”), from and against liability for any and all claims or damages which the Executive now has or at any time may have had, against the Released Parties arising on or before Effective Date (as defined herein), whether known or unknown. This waiver and release includes, but is not limited to, any claims arising under the Offer Letter, any federal, state or local law or ordinance, tort, employment contract (express or implied), public policy, whistleblower law, wrongful discharge or any other obligation including any claims arising under the Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967 as amended by the Older Workers Benefit Protection Act of 1990 (together, the “ADEA”), the Family and Medical Leave Act of 1990, the Employee Retirement Income Security Act of 1974; the Fair Labor Standards Act; the Genetic Information and Non- Discrimination Act; the Worker Adjustment and Retraining Notification Act, as amended; the New York State Human Rights Law; the New York City Human Rights Law; the New York Equal Pay Law; the New York Disability Benefits Law and the Paid Family Leave Benefits Law; the New York Equal Rights Law; the New York Whistleblower Statute; or any other federal, state or local statute, rule, ordinance, whistleblower, discrimination, retaliation, compensation, employment, labor or other law, tort, contract or any common law claim, and all claims for wages, severance, bonuses, monetary or equitable relief or other damages of any kind, vacation or PTO pay, other employee fringe benefits or attorneys' fees.
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(b) Executive acknowledges and agrees that any payments or benefits provided to Executive under the terms of this Agreement do not constitute an admission by the Company, that it has violated any law or legal obligation with respect to any aspect of Executive’s employment or separation therefrom and that the Company, expressly denies that it has violated any such law or legal obligation.
(c) Notwithstanding the foregoing, nothing in this Agreement shall be deemed to release or waive: (i) any rights to enforce this Agreement; (ii) any vested rights under any Company qualified retirement or employee benefit plan; (iii) any rights to indemnification or directors and officers liability insurance coverage to which Employee is entitled under the Company's governing documents or applicable law for claims arising prior to the Separation Date; (iv) any rights to indemnification under the Indemnification Agreement dated May 1, 2025 for claims arising prior to the Separation Date; (v) any rights to workers' compensation benefits; (vi) any unemployment insurance rights; (vii) any rights that cannot be waived as a matter of law; or (viii) Executive’s right to file a charge with, or participate in an investigation conducted by, the Equal Employment Opportunity Commission, the Securities and Exchange Commission (the “SEC”), National Labor Relations Board, or any other government agency, provided that although Executive may file or participate in such proceedings, Executive knowingly waives any right to recover personal monetary relief or damages relating to any claim released herein, except where such waiver is prohibited by law or where recovery is awarded by the SEC pursuant to applicable whistleblower laws.
6. Covenants
and Continuing Obligations.
(a) Confidentiality of this Agreement. Executive agrees to keep the terms of this Agreement, including the fact and amount of pay and benefits, strictly confidential to the fullest extent allowed by law. Executive may disclose the terms of this Agreement (i) to Executive’s immediate family, attorney, accountant, financial adviser, or similar advisor, provided that such individuals agree to maintain confidentiality or (ii) for the purpose of enforcing this Agreement, should that ever become necessary. Executive may disclose this Agreement as required by law or in response to a valid subpoena. Executive acknowledges and agrees that the Company may disclose the existence, terms and material provisions of this Agreement whenever the Company reasonably determines that disclosure is required or appropriate under applicable federal securities laws.
(b) Reaffirmation of Continuing Obligations. Executive reaffirms Executive’s continuing obligations with respect to confidentiality, proprietary information, invention assignment, non- competition, non-solicitation or other restrictive covenant agreements that survive termination of employment under the Offer Letter and the Confidential Information and Invention Agreement signed by Executive on April 30, 2025.
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(c) Covenant Not to Sue. Except as expressly preserved in this Agreement, Executive agrees not to commence or voluntarily participate as a plaintiff in any lawsuit asserting claims released by this Release. Nothing contained herein limits Executive’s right to challenge the validity of the ADEA waiver or to participate in governmental proceedings.
(d) Non-disparagement. Executive agrees that he shall not make nor cause to be made any negative, adverse or derogatory comments or communications that could constitute disparagement of the Company or its respective officers or directors, or that may be considered to be derogatory or detrimental to the good name or business reputation of any of the foregoing. The Company agrees that it will not make, and agrees to instruct the members of its board of directors, its executive officers and spokespersons of the Company to refrain from making, any external statements (or authorizing any statements to be reported as being attributed to the Company), that disparage, defame, or denigrate the Executive. Nothing in this Section 6(d) shall be construed to prevent the Executive or the Company from providing information to any governmental agency to the extent required by law, or giving truthful testimony in response to direct questions asked pursuant to a lawful subpoena or other legal process.
(e) Clawback. Any compensation paid to Executive pursuant to this Agreement or otherwise shall remain subject to the Company’s Clawback Policy and any other applicable law requiring recovery of executive compensation.
(f) Section 16 Status. The parties acknowledge that Executive has served as an officer subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that Executive’s reporting obligations under Section 16 of the Exchange Act may continue to the extent required by applicable law following the Separation Date. Executive agrees to reasonably cooperate with the Company following the Separation Date in connection with the preparation, review and filing of any required Form 4, Form 5 or other filing required under Section 16 of the Exchange Act with respect to any reportable transaction occurring prior to, on or after the Separation Date.
(g) Cooperation. Following the Separation Date, Executive shall reasonably cooperate with the Company regarding litigation, governmental investigations, SEC reporting matters, audits, transition matters and regulatory proceedings; and (ii) Executive agrees that Executive will cooperate fully with the Company in connection with any existing or future litigation or investigation involving the Company, whether administrative, civil or criminal in nature, in which and to the extent the Company deems Executive’s cooperation necessary. The Company shall reimburse reasonable out-of-pocket expenses incurred in providing such cooperation.
(h) Survival. The provisions of this Section shall survive the Effective Date, provided that the provisions of Sections 6(f) and (g)(ii) with respect to SEC reporting matters shall remain in effect for so long as reasonably necessary to permit compliance with applicable securities laws and the Company’s continuing reporting obligations.
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7.
Advice of Counsel, Review, and Revocation Period.
(a) Advice of Counsel. The Company is hereby advising Executive to consider this Agreement carefully, and to consult with an attorney of Executive’s choice before signing this Agreement.
(b) Period to Consider. Executive has at least 21 calendar days from receipt of this Agreement to consider its terms. Executive may sign it sooner, but is under no obligation to do so.
(c) Revocation Period. Executive has 7 calendar days following execution to revoke this Agreement by delivering written notice to the Company. To be effective, Executive’s revocation must be in writing and returned either by regular U.S. Mail postmarked to Veea Inc. or by commercial parcel shipment (e.g., UPS, FedEx), sent Attn: Human Resources, 164 East 83rd Street, NY, NY 10028 or emailed to hr@veea.com, within seven (7) calendar days of the date on which Executive first signed this Agreement. This Agreement becomes legally binding on the 8th day following signature (such date, the "Effective Date").
8. Entire Agreement. This Agreement reflects the entire agreement between Executive and the Company, and supersedes any and all prior communications, understandings or agreements, oral or written, between Executive and the Company pertaining to the subject matter of this Agreement, other than the provisions of the Offer Letter reaffirmed in this Agreement. This Agreement may not be modified or amended except by written agreement between Executive and the Company. This Agreement is binding upon and shall inure to the benefit of Executive, his heirs, administrators, representatives and executors and upon the successors and assigns of the Company.
9. Severability. If any of the provisions of this Agreement are held to be invalid or unenforceable, the remaining provisions will nevertheless continue to be valid and enforceable and the Release shall not be affected and shall be given full force and effect.
10. Counterparts. This Agreement may be executed in multiple counterparts, whether or not all signatories appear on these counterparts, and each counterpart shall be deemed an original for all purposes.
11. Captions and Headings. The captions and headings are for convenience of reference only and shall not be used to construe the terms or meaning of any provisions of this Agreement.
12. Governing Law. This Agreement shall be construed, interpreted, and enforced in accordance with the laws of the State of New York, without regard to its conflict of law principles.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed.
| VEEA INC. | |||
| By: | /s/ Greg Deisher | ||
| Name: | Greg Deisher | ||
| Title: | EVP, Acting CFO & COO | ||
| /s/ Randal V. Stephenson | |||
| Randal V. Stephenson | |||