UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~February~~April 232, 2026 (~~February~~March 1730, 2026)

Veea Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40218

98-1577353

(State or other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

164 E. 83rd Street

New York, NY 10028

(212) 535-6050

(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
Common stock, par value $0.0001 per share	VEEA	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share	VEEAW	The Nasdaq 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 February 17, 2026, VeeaSystems Inc., a Delaware Corporation (the “Borrower”) and a wholly owned subsidiary of Veea Inc. (the “Company”), entered into a Loan Agreement (the “Loan Agreement”) with Pasadena Private Lending, Inc. (the “Lender”), pursuant to which the Lender has agreed to extend, on the terms provided in the Loan Agreement, a secured term loan facility to the Borrower in an aggregate principal amount of up to $10,550,000. The initial loan amount of $5,500,000 (the “Initial Loan Amount”) was borrowed by the Borrower on February 17, 2026 (the “Closing Date”) and is evidenced by a promissory note, dated the Closing Date (the “Note~~”).~~ ~~The~~Conversion Initial Loan Amount matures on the fifth anniversary of the Closing Date and bears interest at a rate per annum equal to the prime rate (subject to a floor of 5.75%) plus an applicable margin of 4.50% (subject to adjustment based on the balance in the Cash Collateral Account defined below). Interest is payable monthly in arrears. Principal is payable in monthly installments of $58,000 commencing March 17, 2027, with any remaining outstanding principal and accrued interest due at maturity. The Borrower intends to use the proceeds of the Loans for general corporate and working capital purposes.Agreement

~~The~~On ~~Borrower~~March ~~has~~30, ~~the~~2026, ~~ability~~Veea Inc., bya ~~written~~Delaware ~~notice~~corporation to(the “Company”), entered into a Note Conversion Agreement (the ~~Lender~~“Note atConversion ~~any~~Agreement”) ~~time~~with NLabs ~~prior~~Inc. to(“NLabs”), a Delaware corporation and an affiliate of Allen Salmasi, the ~~one-year~~Chief ~~anniversary~~Executive Officer and Chairman of the ~~Closing~~board ~~Date~~of directors of the Company, pursuant to ~~request~~which NLabs agreed that the ~~Initial~~principal ~~Loan~~and ~~Amount~~accrued beinterest ~~increased~~under certain promissory notes evidencing loans made by ~~additional~~NLabs ~~term~~to ~~loans~~the Company (the “~~Accordion~~Demand ~~Term Loans~~Notes”) ~~and~~shall ~~collectively~~convert ~~with~~into ~~the~~shares ~~Initial~~of ~~Loan~~Series ~~Amount,~~A ~~the “Loans”)~~preferred instock, anpar ~~aggregate~~value ~~principal~~$0.0001 ~~amount~~per $2share,~~500,000~~ ~~each,~~of ~~with~~ the ~~total~~Company ~~Accordion~~(the ~~Term~~“Preferred ~~Loans~~Stock”) ~~not~~at toa ~~exceed~~per ~~$5,000,000.~~share ~~The~~value ~~making~~ of $100.00 (the ~~Accordion~~“Per ~~Term~~Share ~~Loans~~Price”) ~~are~~as ~~subject~~soon toas ~~the~~practicable ~~conditions~~thereafter ~~provided~~but inno ~~the~~later ~~Loan~~than ~~Agreement;~~one ~~and,~~business ~~once~~day ~~made,~~following ~~will~~the beexecution ~~subject~~of to the ~~same~~Note ~~terms~~Conversion Agreement. ~~and~~On ~~conditions as~~March 30, 2026, the ~~Initial~~Demand ~~Loan~~Notes ~~Amount,~~having ~~including,~~an ~~without~~aggregate ~~limitation~~of $16,876,400 ~~with~~in ~~respect~~principal toand accrued interest ~~rate,~~were ~~maturity,~~converted ~~guaranties~~into 168,764 ~~and~~shares ~~security~~of Preferred Stock.

~~Guaranty~~Under the terms of the Note Conversion Agreement, NLabs is entitled to certain registration rights with respect to the shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) issuable upon conversion of the Preferred Stock.

The ~~Borrower’s~~foregoing ~~obligations~~summary ~~under~~of the ~~Loan Agreement~~Note ~~are~~Conversion ~~guarantied~~Agreement is bynot ~~(i)~~complete ~~the~~and ~~Company~~is ~~pursuant~~qualified toin aits ~~Guaranty,~~entirety ~~dated~~by ~~February~~reference ~~17,~~to ~~2026 (~~the ~~“Parent~~full ~~Guaranty”); (ii)~~text ~~Allen Salmasi, Chairman and Chief Executive Officer~~ of the ~~Company,~~Note ~~and~~Conversion ~~his spouse~~Agreement, ~~jointly~~a ~~and~~copy ~~severally,~~of ~~pursuant~~which tois ~~Guaranty,~~attached ~~dated~~hereto ~~February~~as ~~17,~~Exhibit ~~2026 (the “Personal Guaranty” and together with the Parent Guaranty, the “Guaranties”)~~10. ~~Under~~1 ~~the Guaranties, the respective guarantors have unconditionally guarantied the full~~ and ~~punctual~~is ~~payment~~incorporated ~~and~~herein ~~performance~~by ~~of all obligations of the Borrower under the Loan Agreement~~reference.

~~Security~~In connection with the issuance of the shares of Preferred Stock, on March 30, 2026, the Company filed a Certificate of Designation of Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware to designate Series A Convertible Preferred Stock. Each share of Preferred Stock is entitled to vote on an as converted basis along with the Common Stock, and holders of Preferred Stock are entitled to receive dividends that are economically equivalent to any dividends declared with respect to the Common Stock Each share of Preferred Stock is convertible into Common Stock at the option of NLabs in an amount equal to the Per Share Price (as adjusted for certain stock splits) divided by $0.503. The foregoing is only a brief description of the material terms of the Certificate of Designation and does not purport to be a complete description of the rights and obligations thereunder. Such description is qualified in its entirety by reference to the Certificate of Designation, which is attached to this Current Report on Form 8-K as Exhibit 3.2 and incorporated by reference herein.

~~The~~Conversion ~~Borrower’s obligations under the Loan~~ Agreement is secured by first-priority liens in favor of the Lender by (i) a pledge by the Company of 100% of the issued and outstanding equity interests of the Borrower pursuant to a Pledge Agreement, dated February 17, 2026 (the “Parent Pledge Agreement”) (ii) a pledge by the Borrower of 100% of the issued and outstanding equity interests of each the Subsidiary Guarantors pursuant to a Pledge Agreement, dated February 17, 2026 (the “Borrower Pledge Agreement” and together with the Parent Pledge Agreement, the “Pledge Agreements”); (iii) a grant by the Borrower of a security interest in substantially all of the Borrower’s personal property, including accounts receivable, inventory, equipment, intellectual property, investment property, general intangibles, deposit accounts, and proceeds thereof, pursuant to a Security Agreement, dated February 17, 2026 (the “Borrower Security Agreement” and collectively with the Subsidiary Security Agreements, the “Security Agreements”). Further, until such time as the Borrower achieves a Debt Service Coverage Ratio (as defined in the Loan Agreement) of at least 3.0 to 1.0, tested as of the most recently completed fiscal quarter end, the Borrower is required to maintain a minimum aggregate balance (the “Minimum Balance”) equal to the greater of (i) $550,000 and (ii) 10% of the then outstanding aggregate principal amount of the Loans, in cash, liquid securities, and marketable securities, in a reserve account (the “Cash Collateral Account”). Borrower is required to enter into an agreement establishing the Cash Collateral Account within 30 days of the Closing Date. The Loans are also guarantied by the domestic subsidiaries of the Borrower and secured by a security interest in the assets of such subsidiary guarantors.

On March 30, 2026, the Company, entered into a Conversion Agreement (the “Conversion Agreement”) with VeeaSystems Inc., a Delaware corporation (“VeeaSystems”), NLabs, and (iii) 83^rd Street LLC, a Delaware limited liability company (“83^rd Street”), pursuant to which (i) NLabs agreed that base rent and common area maintenance charges under that certain Sublease Agreement, dated as of March 1, 2014, covering a portion of the premises located at 164 E 83rd Street (as amended through the date hereof, the “Sublease”) in the aggregate amount of $2,000,000 (the “164 Rent”) that remained unpaid to NLabs as of the date thereof and (ii) 83^rd Street that base rent under that certain Lease Agreement, dated as of April 1, 2017, covering the entirety of the premises located at 166 E 83rd Street (as amended through the date hereof, the “Lease”) in the aggregate amount of $2,323,600 (the “166 Rent”) that remained unpaid to 83rd Street as of the date thereof, in each case, shall convert into shares of Preferred Stock at the Per Share Price as soon as practicable thereafter but no later than one business day following the execution of the Conversion Agreement. On March 30, 2026, the Rent and Fees having an aggregate of $4,323,600 were converted into 43,236 shares of Preferred Stock.

The conversion of the Demand Notes, 164 Rent and 166 Rent was completed in connection with the Company’s application to transfer its listing to The Nasdaq Capital Market (as further described in Item 3.01 below), to ensure the Company’s compliance with the listing requirements of The Nasdaq Capital Market.

The foregoing summary of the Conversion Agreement is not complete and is qualified in its entirety by reference to the full text of the Conversion Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Upon the conversion of the Demand Notes, the 164 Rent and the 166 Rent to shares of Preferred Stock, the Company will have at least $5,000,000 in its stockholders’ equity.

~~Covenants~~First Amendatory Agreement to the Demand Notes

~~The~~On ~~Loan~~March ~~Agreement contains customary affirmative and negative covenants applicable to the Borrower~~30, ~~including limitations on indebtedness~~2026, ~~liens,~~in ~~fundamental~~connection ~~changes,~~with ~~asset~~the ~~sales, investments,~~execution ~~and~~of ~~restricted~~the ~~payments.~~Note ~~The~~Conversion ~~Loan~~ Agreement ~~also~~and ~~requires~~in ~~(i)~~consideration ~~commencing~~of onNLabs’s ~~the~~entering ~~Closing~~into ~~Date~~the ~~until~~Note ~~June~~Conversion 30Agreement, ~~2027, (x)~~ the ~~Borrower~~Company toand NLabs ~~maintain~~entered ainto ~~“Maximum~~the ~~Total~~No. ~~Liabilities~~1 toAmendatory ~~Total~~Agreement ~~Tangible~~to ~~Assets”~~the ~~(as~~Demand ~~defined~~Notes in (the ~~Loan~~“Note Amendment Agreement”), ofpursuant noto ~~greater than 70.00%;~~which ~~and~~ (yi) the ~~Individual~~face ~~Guarantors~~amount ~~maintain~~of ~~“Liquidity”~~each ~~(as~~Demand ~~defined~~Note inwas ~~the~~amended ~~Loan~~to ~~Agreement)~~adjust insuch anface amount ~~greater~~to ~~than or~~ equal to 2x the ~~outstanding~~“Adjusted ~~principal~~Face ~~amount~~Amount” of ~~the~~such Demand ~~Loans~~Note ~~and~~reflected ~~(ii)~~on ~~thereafter,~~Schedule ~~the~~I ~~Borrower~~thereof ~~maintain~~and (xii) ~~a “Senior Debt to EBITDA Ratio” (as defined in~~ the ~~Loan~~Company ~~Agreement)~~shall ofissue ~~no greater than 3.00~~ to ~~1.00~~NLabs ~~and (y)~~ a ~~minimum~~warrant ~~“Debt~~to ~~Service~~purchase ~~Coverage~~33,551,486 ~~Ratio”~~shares ~~(as~~of ~~defined in~~ the ~~Loan~~Common Stock ~~Agreement) of~~ at ~~least~~an ~~2.00~~exercise toprice 1of $0.~~00.~~503 ~~The~~per ~~covenants~~share ~~are~~(the ~~each~~“Common ~~tested quarterly~~Warrant”).

~~Events~~The foregoing summaries of ~~Default~~the Note Amendment Agreement and Common Warrant are not complete and are qualified in their entirety by reference to the full text of the Note Amendment Agreement and Warrant, copies of which are attached hereto as Exhibits 10.3 and 4.1 and are incorporated herein by reference.

~~The~~Item ~~Loan~~3.01 ~~Agreement~~Notice ~~and the Note contain customary events~~ of ~~default,~~Delisting ~~including~~or ~~payment~~Failure ~~defaults, covenant defaults, breaches of representations and warranties, cross-defaults~~ to ~~other material~~Satisfy ~~indebtedness,~~a ~~bankruptcy~~Continued ~~events~~Listing ~~affecting~~Rule ~~the Borrower~~ or ~~the~~Standard; ~~Company,~~Transfer ~~material judgments, and change~~ of ~~control~~Listing. Upon the occurrence of an event of default, the Lender may accelerate the Loans and exercise remedies against the collateral, including foreclosure on the pledged equity interests and the personal property collateral.

~~The~~As ~~foregoing~~previously ~~descriptions~~disclosed, ofon ~~the~~September ~~foregoing~~29, ~~Loan Agreement~~2025, the Company received a notice from Nasdaq Listing Qualifications department (the ~~Note,~~“Nasdaq Staff”) notifying the ~~Guaranties~~Company that, (i) based on the ~~Pledge~~market ~~Agreements~~value ~~and~~of ~~the~~publicly ~~Borrower~~held ~~Security~~shares ~~Agreement~~for dothe ~~not~~previous ~~purport~~30 toconsecutive bebusiness ~~complete~~days, ~~and~~the ~~are~~listing ~~qualified~~of the Company’s listed securities was not in ~~their~~compliance ~~entirety~~with byNasdaq ~~reference~~Listing Rule 5450(b)(2)(C) to ~~the~~maintain ~~full~~a ~~text~~minimum market value of ~~such~~publicly ~~documents~~held shares of $15,000,000 ~~copies~~(the “MVPHS Rule”); (ii) for at least 30 consecutive business days, the Company’s Market Value of ~~which~~Listed ~~are~~Securities ~~filed~~(“MVLS”) aswas ~~Exhibits~~below ~~10.1~~the ~~through~~$50 ~~10.7~~million minimum requirement for continued inclusion on The Nasdaq Global Market pursuant to ~~this~~Nasdaq ~~Current~~Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”); and (iii) because the closing bid price ~~Report~~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 ~~Form~~the ~~8-K~~Nasdaq ~~and~~Global ~~incorporated~~Market ~~herein~~under byNasdaq ~~reference~~Lising Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

~~Item~~Pursuant ~~2.03~~to ~~Creation~~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 ~~Direct~~period of ~~Financial~~180 ~~Obligation~~calendar days, or anuntil ~~Obligation~~March ~~under~~30, an2026, ~~Off-Balance~~to ~~Sheet~~regain ~~Arrangement~~compliance ofwith the MVPHS Rule. Pursuant to Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided a ~~Registrant~~period of 180 calendar days, or until March 30, 2026, to regain compliance with the MVLS Requirement.

~~The~~In ~~disclosure~~response, ~~set~~on ~~forth~~March ~~above~~27, ~~under~~2026, the Company submitted ~~Item~~an 1application to transfer the listing of its listed securities from The Nasdaq Global Market to The Nasdaq Capital Market.01 isIn ~~incorporated~~connection bywith ~~reference~~the insubmission ~~this~~to ~~Item~~transfer 2the Company’s listing, the Company has requested a second period of 180 calendar days, or until September 30, 2026, to regain compliance with the Minimum Bid Price Requirement for continued listing.~~03.~~

2The transfer of the Company’s listing to The Nasdaq Capital Market is not expected to have any immediate effect on trading in shares of Common Stock and publicly traded warrants (the “Public Warrants”). The Common Stock and Public Warrants will continue to trade uninterruptedly under the symbol “VEEA” and “VEEAW”, respectively. The Nasdaq Capital Market operates in substantially the same manner as The Nasdaq Global Market, and companies on The Nasdaq Capital Market must meet certain financial and corporate governance requirements to qualify for continued listing.

~~Item 9.01. Financial Statements and Exhibits.~~2

~~(d)~~Item ~~Exhibits~~3.02. ~~The~~Unregistered ~~following exhibits~~Sale ~~are~~of ~~filed~~Equity ~~with this Form 8-K:~~Securities

Exhibit Number		Description
10.1*		Loan Agreement dated February 17, 2026 by and among Pasadena Private Lending, Inc., VeeaSystems Inc., a Delaware corporation, Veea Inc., Veea Solutions Inc., VeeaSystems Development Inc., VeeaSystems CK Inc., Allen Salmasi and Nicole Salmasi.
10.2*		Term Loan Promissory Note dated February 17, 2026
10.3*		Guaranty dated February 17, 2026, by Veea Inc. in favor of Pasadena Private Lending, Inc.
10.4*		Guaranty dated February 17, 2026 by Allen Salmasi and Nicole Salmasi in favor of Pasadena Private Lending, Inc.
10.5*		Pledge Agreement dated February 17, 2026 between Veea Inc. and Pasadena Private Lending, Inc.
10.6*		Pledge Agreement dated February 17, 2026 between VeeaSystems Inc. and Pasadena Private Lending, Inc.
10.7*		Security Agreement dated February 17, 2026, by and between VeeaSystems Inc. and Pasadena Private Lending, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

3None 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.

~~SIGNATURES~~Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~Pursuant~~To to the ~~requirements of~~extent ~~the~~required ~~Securities~~by ~~Exchange~~Item ~~Act~~5.03 of ~~1934,~~Form 8-K, the ~~registrant~~information ~~has~~contained ~~duly~~in ~~caused~~Item ~~this~~1.01 ~~report~~of tothis beCurrent ~~signed~~Report on ~~its~~Form ~~behalf~~8-K byis ~~the~~incorporated ~~undersigned~~by ~~hereunto duly~~reference ~~authorized~~herein.

	Veea Inc.
Date: February 23, 2026	By:	/s/ Allen Salmasi
	Name:	Allen Salmasi
	Title:	Chief Executive Officer

Item 9.01 Financial Statements and Exhibits.

4(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.

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

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