Veea Inc. Files 8-K: Agreements, Preferred Stock & Warrants

TL;DR

Veea Inc. just dropped an 8-K detailing new agreements, preferred stock, and warrants – watch for dilution!

AI Summary

Veea Inc. filed an 8-K on April 2, 2026, reporting several material events as of March 30, 2026. These include entering into a material definitive agreement, a note conversion agreement with NLABS INC., and amendments to demand notes. The company also filed a Certificate of Designation for Series A Convertible Preferred Stock and a form of common warrant, indicating potential equity issuances and financing activities.

Why It Matters

This filing signals significant financing and potential dilution events for Veea Inc., impacting its capital structure and existing shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates potential equity dilution and significant financing activities, which can introduce financial and market risks.

Key Players & Entities

• Veea Inc. (company) — Filer of the 8-K
• NLABS INC. (company) — Party to a conversion agreement
• March 30, 2026 (date) — Effective date of agreements
• April 2, 2026 (date) — Filing date of the 8-K

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share VEEA The Nasdaq Stock Mar
• $11.50 — of common stock at an exercise price of $11.50 per share VEEAW The Nasdaq Stock Ma
• $100.00 — ferred Stock ") at a per share value of $100.00 (the " Per Share Price ") as soon as pr
• $16,876,400 — the Demand Notes having an aggregate of $16,876,400 in principal and accrued interest were
• $0.503 — ed for certain stock splits) divided by $0.503. The foregoing is only a brief descript
• $2,000,000 — Sublease ") in the aggregate amount of $2,000,000 (the " 164 Rent ") that remained unpaid
• $2,323,600 — e " Lease ") in the aggregate amount of $2,323,600 (the " 166 Rent ") that remained unpaid
• $4,323,600 — he Rent and Fees having an aggregate of $4,323,600 were converted into 43,236 shares of Pr
• $5,000,000 — d Stock, the Company will have at least $5,000,000 in its stockholders' equity. 1 First
• $15,000,000 — market value of publicly held shares of $15,000,000 (the " MVPHS Rule "); (ii) for at least
• $50 million — ted Securities (" MVLS ") was below the $50 million minimum requirement for continued inclu
• $1.00 — e for the Common Stock has fallen below $1.00 per share for 30 consecutive business d

Filing Documents

• ea0284040-8k_veea.htm (8-K) — 52KB
• ea028404001ex3-2.htm (EX-3.2) — 67KB
• ea028404001ex4-1.htm (EX-4.1) — 79KB
• ea028404001ex10-1.htm (EX-10.1) — 82KB
• ea028404001ex10-2.htm (EX-10.2) — 93KB
• ea028404001ex10-3.htm (EX-10.3) — 16KB
• 0001213900-26-038861.txt ( ) — 686KB
• veea-20260330.xsd (EX-101.SCH) — 4KB
• veea-20260330_def.xml (EX-101.DEF) — 26KB
• veea-20260330_lab.xml (EX-101.LAB) — 36KB
• veea-20260330_pre.xml (EX-101.PRE) — 25KB
• ea0284040-8k_veea_htm.xml (XML) — 6KB

01 Notice of Delisting or Failure

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on September 29, 2025, the Company received a notice from Nasdaq Listing Qualifications department (the " Nasdaq Staff ") notifying the Company that, (i) based on the market value of publicly held shares for the previous 30 consecutive business days, the listing of the Company's listed securities was not in compliance with Nasdaq Listing Rule 5450(b)(2)(C) to maintain a minimum market value of publicly held shares of $15,000,000 (the " MVPHS Rule "); (ii) for at least 30 consecutive business days, the Company's Market Value of Listed Securities (" MVLS ") was below the $50 million minimum requirement for continued inclusion on The Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the " MVLS Requirement "); and (iii) because the closing bid price for the Common Stock has fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Global Market under Nasdaq Lising Rule 5550(a)(2) (the " Minimum Bid Price Requirement "). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until March 30, 2026, to regain compliance with the Minimum Bid Price Requirement, subject to extension. Pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a period of 180 calendar days, or until March 30, 2026, to regain compliance with the MVPHS Rule. Pursuant to Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided a period of 180 calendar days, or until March 30, 2026, to regain compliance with the MVLS Requirement. In response, on March 27, 2026, the Company submitted an application to transfer the listing of its listed securities from The Nasdaq Global Market to The Nasdaq Capital Market. In connection with the submissi

02. Unregistered Sale of Equity Securities

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 NLabs in each of the Note Conversion Agreement and Conversion Agreement, the issuance of the shares of Preferred Stock pursuant to the Note Conversion Agreement and Conversion Agreement and the issuance of the Common Warrant to NLabs were made in transactions exempt for registration in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (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 U.S. Securities and Exchange Commission 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.

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. To the extent required by Item 5.03 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Document 3.1 Amended and Restated Certificate of Incorporation of the Company (incorporation by reference to Exhibit 3.1 of the Form 8-K filed with the Commission on September 24, 2024) 3.2* Certificate of Designation of Series A Convertible Preferred Stock 4.1* Form of Common Warrant 10.1* Note Conversion Agreement, dated March 30 , 2026, by and between the Company and NLabs Inc. 10.2* Conversion Agreement, dated March 30 , 2026, by and among the Company, NLabs Inc., and 83rd Street LLC. 10.3* First Amendatory Agreement to Demand Notes, dated March 30 , 2026, by and between the Company and NLabs Inc. 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. 3

SIGNATURES

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: April 2, 2026 By: /s/ Allen Salmasi Name: Allen Salmasi Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR