Business Context and Reporting Period
Company: Veea Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 10, 2026
Reporting Period: Events occurring between January 14, 2026, and August 10, 2026, with the primary event being the execution of an Amendment, Waiver, and Warrant Cancellation Agreement on August 10, 2026.
Key Financial Metrics and Transactions
This filing details a series of debt financings and warrant transactions with White Lion Capital LLC ("White Lion").
- Total Debt Issued: Four Convertible Notes with a face amount of $555,556 each (Total Face Amount: $2,222,224).
- Total Cash Proceeds Received: $1,975,000 (Net of original issuance discount and transaction expenses).
- First Closing (Jan 14, 2026): $475,000
- Second Closing (Apr 16, 2026): $500,000
- Third Closing (May 18, 2026): $500,000
- Fourth Closing (Jul 10, 2026): $500,000
- Warrants Issued and Cancelled:
- First Warrant: 990,099 shares (Exercise Price: $0.505)
- Second Warrant: 734,214 shares (Exercise Price: $0.6806)
- Third Warrant: 888,509 shares (Exercise Price: $0.563)
- Total Cancelled: 2,612,822 shares on August 10, 2026.
- Future Warrants: Waived for the Fourth Closing and any potential Fifth Closing.
Material Changes and Agreements
On August 10, 2026, Veea Inc. entered into an "Amendment, Waiver and Warrant Cancellation Agreement" (White Lion Side Letter) with White Lion Capital LLC. Key changes include:
- Warrant Cancellation: All warrants issued in the first three closings (totaling 2,612,822 shares) were cancelled concurrently with a regular purchase notice under the ELOC Purchase Agreement.
- Waiver of Future Warrants: White Lion waived rights to receive warrants for the Fourth Closing and any subsequent closings.
- Termination of Fifth Closing: The right to consummate a fifth closing under the Note Purchase Agreement was terminated.
- Stockholder Approval Deadline: Extended to September 30, 2026.
- ATM Offering Waiver: White Lion waived rights related to an at-the-market offering under Form S-3 (333-297083).
Guidance, Outlook, and Risks
Management Commentary: The filing indicates the completion of the Fourth Closing on July 10, 2026, and the finalization of the Note Purchase Agreement structure through the August 10 amendment. The company agreed to use commercially reasonable efforts to include the maximum number of registrable securities for White Lion in the next Form S-3 registration statement.
Risks and Contingencies:
- Stockholder Approval: The transactions are subject to stockholder approval by the amended deadline of September 30, 2026.
- Dilution: While warrants were cancelled, the conversion of the outstanding convertible notes into common stock will result in future dilution.
- Liquidity: The company has secured $1.975 million in net proceeds, but the filing does not provide broader liquidity metrics or cash flow statements.
Investor Verification Checklist
- Verify the status of the stockholder approval required by September 30, 2026.
- Confirm the conversion terms and interest rates of the four outstanding Convertible Notes (Face Amount: $2,222,224 total).
- Review the impact of the cancelled warrants on the company's capitalization table and potential future dilution from note conversions.
- Check the status of the Form S-3 registration statement (333-297083) and the inclusion of White Lion's securities.
- Assess the company's remaining cash position post-transaction expenses to evaluate short-term liquidity.