Iveda Solutions, Inc. 8-K

What Happened

• Iveda Solutions, Inc. announced on Feb 11, 2026 that it closed a public offering that raised approximately $2.0 million in gross proceeds. The offering included 5,259,999 shares of common stock at $0.35 per share, 454,287 pre‑funded warrants at $0.3499 each (exercise price $0.0001 per share, immediately exercisable subject to ownership limits), and accompanying Series X warrants to purchase up to 11,428,572 shares (exercise price $0.35, exercisable immediately, expire two years from issuance).
• The company engaged H.C. Wainwright & Co., LLC as placement agent (engagement amended several times, most recently Feb 9, 2026). Iveda paid a 7.0% cash fee ($140,000), issued placement agent warrants for up to 400,000 shares (exercise price $0.4375, two‑year term), and reimbursed $100,000 of the placement agent’s legal expenses. The securities were offered under a Form S‑1 declared effective Feb 9, 2026.

Key Details

• Aggregate gross proceeds: approximately $2.0 million (before fees and expenses).
• Placement agent compensation: $140,000 cash (7%) + placement agent warrants for 400,000 shares (exercise $0.4375, 2‑year term); $100,000 legal expense reimbursement.
• Investor and company agreements: Purchase Agreement dated Feb 9, 2026; directors/officers entered 30‑day lock‑ups; company agreed not to issue certain equity or equivalents for up to 12 months and not to effect “Variable Rate Transactions” for six months, subject to exceptions.
• Offered under Form S‑1 (File No. 333‑293126), declared effective Feb 9, 2026; offering closed Feb 11, 2026.

Why It Matters

• Dilution and potential future dilution: the issued shares plus outstanding warrants (including pre‑funded and Series X warrants and placement agent warrants) can increase the share count if exercised; exercise prices are low ($0.0001 for pre‑funded; $0.35 for Series X; $0.4375 for placement agent warrants), so investors should watch potential dilution and timing of exercises.
• Funding and runway: proceeds are modest (~$2M) and are earmarked for general corporate purposes (R&D, debt repayment, working capital, capex, acquisitions, possible stock repurchases). This provides short‑term cash but may not be sufficient for larger strategic initiatives.
• Share issuance limits and lock‑ups: the company agreed to restrictions on new equity issuance for up to 12 months (and six months for certain variable‑rate transactions), which may limit near‑term additional dilution, while insiders are locked up for 30 days.
• Placement agent economics: warrants and fees to the placement agent are notable and increase potential dilution and cost of capital. Investors should monitor filings for warrant exercises, additional offerings, or updates on use of proceeds.