VEEA

VEEA INC. 10-Q Summary: Period Ended June 30, 2026

Business Context and Reporting Period

This Form 10-Q covers the quarterly period ended June 30, 2026. VEEA INC. (VEEA) is an emerging growth company and smaller reporting company developing the VeeaONE platform, a hybrid edge-cloud computing solution integrating AI, IoT, and network capabilities. The company operates as a single segment, with the majority of assets and revenue attributable to U.S. operations. As of August 10, 2026, there were 62,214,156 shares of common stock issued and outstanding.

Key Financial Metrics

Note: Gross margins were approximately 78% for the three months and 83% for the six months ended June 30, 2026, though revenue volumes remain low.

Material Changes vs. Prior Period

• Revenue Growth: Net sales increased 142% for the three months and 309% for the six months compared to the prior year periods, driven principally by paid pilots for VeeaHub devices.
• Operating Expenses: General and administrative expenses increased significantly (42% for the quarter, 16% for the six months) due to accounting and legal costs associated with meeting Nasdaq listing requirements.
• Debt Restructuring: The company repaid a $14.0 million revolving line of credit in January 2026. This was replaced by a new secured term loan facility with Pasadena Private Lending (PPL) totaling approximately $10.6 million and various convertible notes.
• Non-GAAP Adjustments: Significant non-cash gains were recognized from changes in the fair value of warrant liabilities ($2.4 million gain for six months) and earn-out share liabilities ($1.9 million gain for six months), reducing the reported net loss.

Guidance, Outlook, and Risks

Liquidity and Capital Resources: The company plans to fund operations for the next 12 months through revenue from a supply agreement with Telcel, proceeds from an Equity Line of Credit (ELOC), and existing debt facilities. Management notes an accumulated deficit of $233.2 million as of June 30, 2026.

Nasdaq Compliance: The company transferred its listing from the Nasdaq Global Market to the Nasdaq Capital Market in April 2026. It was granted an 180-day compliance period until September 28, 2026, to regain compliance with the minimum bid price requirement ($1.00 per share). Management intends to effect a 1-for-20 reverse stock split if necessary to meet this requirement.

Subsequent Events:

• On July 31, 2026, the CFO was terminated, and Greg Deisher (COO) assumed the CFO role.
• On August 10, 2026, the Board authorized the 1-for-20 reverse stock split.
• Additional related party loans of $600,000 were secured in July 2026.

Risks: The company faces risks related to its ability to raise additional capital, maintain Nasdaq listing, and achieve profitability. It relies heavily on related party financing and has significant contingent liabilities related to earn-out shares and warrants.

Investor Verification Checklist

• Reverse Stock Split Execution: Verify if the 1-for-20 reverse split is completed and its impact on share count and price.
• Nasdaq Compliance Status: Confirm the stock price meets the $1.00 minimum bid requirement by the September 28, 2026 deadline.
• Debt Covenants: Review the terms of the Pasadena Private Lending (PPL) term loan, specifically the Debt Service Coverage Ratio (3.0 to 1.0) and minimum liquidity reserve requirements.
• Related Party Transactions: Assess the extent of ongoing reliance on loans and debt conversions from the CEO and affiliates (NLabs, 83rd Street LLC).
• Revenue Sustainability: Evaluate the progress of the Telcel supply agreement and the transition from pilot programs to scalable commercial revenue.