VEEA INC. 8-K

What Happened

• Veea Inc. announced continued financings under two arrangements. Under a Note Purchase Agreement with White Lion Capital, LLC (dated Jan 14, 2026) the company completed three closings (Jan 14, Apr 16 and May 18, 2026) issuing convertible promissory notes (each with a face amount of $555,556) and related warrants. Net cash proceeds from those three White Lion closings were $475,000 (Jan 14), $500,000 (Apr 16) and $500,000 (May 18), totaling $1,475,000. The Note Purchase Agreement provides for aggregate funded amounts up to $2,500,000.
• Separately, VeeaSystems Inc., Veea’s wholly owned subsidiary, is using a secured term loan facility with Pasadena Private Lending, Inc. VeeaSystems borrowed an initial $5,500,000 on Feb 17, 2026 and an additional $2,500,000 on May 19, 2026 (total drawn $8,000,000) under a facility that can reach up to $10,550,000. The initial loan matures five years from Feb 17, 2026 with interest at prime (subject to a 5.75% floor) plus 4.50% (implying a minimum rate of 10.25% if prime is below the floor); principal payments of $58,000 per month begin March 17, 2027.

Key Details

• White Lion closings: three notes (each face $555,556); net proceeds to Veea: $475k (1/14/26), $500k (4/16/26), $500k (5/18/26) — total $1,475,000.
• White Lion warrants: up to 990,099 shares (Jan 14), 734,214 shares (Apr 16), and 888,509 shares (May 18) — total potential 2,612,822 shares (calculated as $500,000 ÷ closing stock price on each date).
• Secured term loan: initial $5.5M borrowed 2/17/26; additional $2.5M borrowed 5/19/26; facility up to $10,550,000; maturity five years from 2/17/26; interest = prime (≥5.75%) + 4.50% (minimum 10.25% if floor applies); $58,000 monthly principal payments start 3/17/27.
• White Lion Note Purchase Agreement allows up to $2.5M aggregate funding (additional funding possible under that agreement).

Why It Matters

• Liquidity: The White Lion closings and the draws under the secured term loan provide near‑term cash — $1.475M from the White Lion closings and $8.0M drawn on the secured facility as of May 19, 2026 — which supports operations and reduces immediate cash pressure.
• Dilution & capital structure: The White Lion financings include convertible notes and warrants capable of issuing up to ~2.6 million common shares if exercised or converted, which could dilute existing shareholders if those securities convert or are exercised.
• Debt obligations: The secured term loan introduces significant scheduled principal repayments ($58k/month starting March 2027) and a relatively high effective interest cost (prime + 4.5% with a 5.75% floor), increasing fixed obligations and interest expense risk for the company.