VEEA INC. 8-K

What Happened Veea Inc. announced on June 25, 2026 that it entered into a Note Conversion Agreement with NLabs Inc. (an affiliate of CEO and Chairman Allen Salmasi) to convert $4,132,910.49 of principal and accrued interest under NLabs’ promissory notes into equity and warrants. The debt was exchanged for 41,329 shares of newly designated Series A‑1 Convertible Preferred Stock (initial stated value $100.00 per share) and Common Warrants exercisable to purchase up to 13,331,969 shares of common stock at $0.31 per share. The Company filed a Certificate of Designation for the Series A‑1 stock on June 25, 2026.

Key Details

• Debt converted: $4,132,910.49 (principal + accrued interest).
• Preferred issued: 41,329 shares of Series A‑1 Convertible Preferred Stock (initial stated value $100.00/share).
• Conversion/warrants: Series A‑1 shares are convertible (at NLabs’ option) into common stock using the Per Share Price divided by $0.31 (effectively ~323 common shares per preferred); Series A‑1 shares issued are convertible into up to 13,331,969 common shares. Common Warrants allow purchase of up to 13,331,969 common shares at $0.31, exercisable Jan 1, 2027 through June 25, 2031.
• Governance & rights: Series A‑1 holders vote on an as‑converted basis and are entitled to dividends economically equivalent to common stock; NLabs has certain registration rights for the shares issuable on conversion.

Why It Matters This transaction reduces Veea’s outstanding debt by converting more than $4.1 million owed to an insider‑affiliate into equity and long‑dated warrants, which can lower near‑term cash interest and repayment needs. However, conversion and the attached warrants could substantially increase the company’s outstanding common shares if exercised or converted, which may dilute existing common shareholders. Investors should note the counterparty is an affiliate of the CEO, and the company has granted registration rights and broad conversion/exercise features that affect future share supply.