VEEA INC. 8-K

What Happened

• Veea Inc. announced on June 8, 2026 that it entered into Note Conversion Agreements and Share Issuance Agreements to convert previously issued convertible notes and resolve late-delivery issues tied to a broker transfer.
• Notes originally issued on September 13, 2024 (maturing March 13, 2026) were converted into equity at a Per Share Price equal to the Nasdaq closing bid on June 5, 2026 ($0.4401). An aggregate $750,000 of principal and accrued interest was converted into 1,891,388 shares of common stock.
• Separately, to settle late delivery from a prior automatic conversion, the company issued 1,765,296 additional shares to four investors on the same terms (Calculation Amount / $0.4401). Total shares issued in these transactions: 3,656,684.

Key Details

• Conversion price used: $0.4401 per share (closing bid on Nasdaq, June 5, 2026).
• Converted amount: $750,000 (principal + accrued interest) → 1,891,388 shares.
• Share issuance: 1,765,296 shares issued to four investors to resolve broker-transfer late delivery.
• Registration rights: Veea agreed to file a resale registration statement by September 4, 2026 and keep it effective until the earlier of (A) two years, (B) investors no longer hold covered shares, or (C) shares become freely saleable under Rule 144.

Why It Matters

• These transactions reduce the company’s outstanding convertible debt (no immediate cash outlay) and increase the number of common shares outstanding by ~3.66 million, which dilutes existing shareholders.
• The registration rights mean the new shares are expected to be registered for resale (filed by Sept 4, 2026), enabling the receiving investors to sell their shares publicly once the registration is effective or Rule 144 conditions are met.
• Investors should note the timing (June 8, 2026) and amounts when assessing recent changes to Veea’s capitalization and potential near-term selling pressure from newly issued registrable shares.