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~~Securities ofExchange ~~Report~~Act ~~(Date~~ of ~~earliest event reported): February 9, 2026~~1934

~~Iveda~~March ~~Solutions~~6, ~~Inc.~~2026

Date of Report (Date of earliest event reported)

IVEDA SOLUTIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-41345	20-2222203
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

1744 S. Val Vista, Suite 213

Mesa, Arizona

85204

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (480) 307-8700

(Former name or former address, if changed since last report)

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~~Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.00001 per share	IVDA	The Nasdaq Stock Market LLC
Common Stock, par value $0.00001	IVDA	The Nasdaq Stock Market LLC
Common Stock Purchase Warrants	IVDAW	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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934: (17 CFR §240.12b-2).

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 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On ~~February~~March 116, 2026, Iveda Solutions, Inc., a Delaware corporation (the “Company”), ~~consummated~~received a ~~public~~letter ~~offering~~ (the “~~Offering~~Letter”) from the Listing Qualifications Staff of ~~(i)~~The ~~5,259,999~~Nasdaq ~~shares~~Stock ~~(the~~Market LLC (“~~Shares~~Nasdaq”), ofstating that the Company’s common stock, ~~par~~failed ~~value~~to ~~$0.00001~~maintain ~~per~~a ~~share~~minimum ~~(“Common~~bid ~~Stock”) at an offering~~ price of $~~0.35~~1 per share ~~of Common Stock~~, ~~and~~based ~~(ii)~~upon ~~pre-funded warrants (~~the ~~“Pre-Funded~~closing ~~Warrants”)~~bid toprice ~~purchase up~~for tothe ~~454,287~~last ~~shares~~30 ofconsecutive ~~Common~~business ~~Stock~~days. Accordingly, atthe anCompany ~~offering~~failed ~~price~~to ofcomply ~~$0.3499~~with ~~per~~Rule ~~Pre-Funded Warrant and~~ 5550(~~iii~~a)(2) ~~accompanying~~the ~~series~~Nasdaq xListing ~~warrants~~ Rules (the “~~Series X Warrants~~Rules”) ~~to purchase up to 11,428,572 shares of Common Stock~~.~~and accompanying Series X Warrant.~~

The ~~Pre-Funded~~Notice ~~Warrants~~has ~~are~~no ~~immediately~~immediate ~~exercisable~~effect ~~subject~~on tothe ~~certain~~listing ~~ownership~~of ~~limitations,~~the ~~have~~Company’s ancommon ~~exercise~~stock ~~price~~on ~~of $0~~Nasdaq.~~0001~~ ~~per~~Rule ~~share,~~5810(c)(3)(A) provides the Company ~~and~~a ~~may~~compliance beperiod ~~exercised~~of at180 ~~any~~calendar ~~time~~days, or until ~~all~~September of2, ~~the~~2026, ~~Pre-Funded~~in ~~Warrants~~which ~~have~~to ~~been~~regain ~~exercised~~compliance. inIf ~~full.~~at ~~The~~any ~~Series~~time Xduring ~~Warrants~~this ~~are~~180 ~~exercisable~~day atperiod athe closing bid price of ~~$0.35~~the ~~per~~Company’s ~~share,~~common ~~are~~stock ~~exercisable~~is ~~from~~at ~~and~~least ~~after~~$1 ~~the~~for ~~date~~a minimum of ~~their~~ten ~~issuance~~consecutive ~~and~~business ~~expire~~days, onNasdaq will provide the ~~second~~Company ~~(2)-year~~written ~~anniversary~~ confirmation of compliance with the ~~original~~Rules ~~issuance~~and ~~date~~this matter will be closed.

InIf ~~connection~~the ~~with~~Company does not regain compliance within the ~~Offering~~compliance period, onor ~~February~~if 9,the ~~2026~~Company fails to satisfy another Nasdaq requirement for continued listing, Nasdaq could provide notice that the Company’s ~~also~~securities ~~entered~~will ~~into~~become asubject ~~securities~~to ~~purchase~~delisting. ~~agreement~~In ~~(the~~such ~~“Purchase~~event, Nasdaq ~~Agreement”)~~rules ~~with~~would ~~certain~~permit ~~institutional~~the ~~investors~~Company ~~who~~to ~~purchased~~appeal ~~shares~~the ofdecision ~~Common~~to ~~Stock,~~reject ~~Pre-Funded~~any ~~Warrants~~delisting ~~and~~determination ~~Series~~to Xa ~~Warrants in~~Nasdaq ~~this~~Hearings ~~Offering~~Panel.

OnThe ~~August 28, 2024, as amended on September 4, 2024, February 20, 2025, January 14, 2026, and February 9, 2026. respectively, the~~ Company, ~~entered~~ ~~into~~by anfiling ~~engagement~~this ~~agreement~~Form ~~(the “Engagement Agreement”) with H.C. Wainwright & Co.~~8-K, ~~LLC~~discloses (the “Placement Agent”), pursuant to which the Company engaged the Placement Agent as the placement. Pursuant to the Engagement Agreement, in connection with the Offering, paid the Placement Agent a cash fee of 7.0% in the amount of $140,000, issued the Placement Agent, or its ~~designees, placement~~receipt ~~agent warrants (the “Placement Agent Warrants”) to purchase up to 400,000 shares~~ of ~~Common Stock ((or 7.0% of~~ the ~~number~~Letter ~~of Shares sold and Pre-Funded Warrants~~ in ~~this~~accordance ~~Offering)~~with ~~(the~~Nasdaq ~~“Placement~~Listing ~~Agent~~Rule ~~Warrant Shares). The Placement Agent Warrants are exercisable on the issuance date, have an exercise price of $0.4375 per share~~ 5810(~~representing 125% of the public offering price per share of Common Stock~~b)~~, and have a termination that is two (2) years from the issuance date~~. ~~In addition, the Company reimbursed the Placement Agent for its accountable offering-related legal expenses in an amount of $100,000.~~

The Shares, Pre-Funded Warrants, Series X Warrants, Placement Agent Warrants, and the shares of Common Stock underlying the Pre-Funded Warrants, Series X Warrants, and Placement Agent Warrants issued in the Offering were offered pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-293126) (the “Registration Statement”), initially filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, on February 2, 2026, and declared effective by the SEC on February 9, 2026.SIGNATURES

~~The~~Pursuant ~~Offering~~to ~~closed~~the onrequirements ~~February 11, 2026, for aggregate gross proceeds~~ of ~~approximately $2 million before deducting placement agent fees and other offering expenses payable by~~ the ~~Company.~~Securities ~~The~~Exchange ~~Company~~Act ~~intends~~of to1934, ~~use~~ the ~~net~~Registrant ~~proceeds~~has ~~from~~duly ~~the~~caused ~~Offering~~this ~~for~~report ~~general~~to ~~corporate purposes,~~be ~~which~~signed ~~may~~on ~~include~~its ~~research~~behalf ~~and development of software products, repayment of existing indebtedness, working capital, capital~~by ~~expenditures,~~the ~~acquisitions,~~undersigned ~~joint~~hereunto ~~ventures~~duly ~~and stock repurchase programs~~authorized.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, the Placement Agent, or the investors, as the case may be and other obligations of the parties.

Dated: March 6, 2026

	IVEDA SOLUTIONS, INC.

	By:	/s/ Robert J. Brilon
	Name:	Robert J. Brilon
	Title:	Chief Financial Officer

Pursuant to the terms of the Purchase Agreement, the Company has agreed that for a period of up to twelve (12) months from the closing of this Offering, that neither the Company nor any subsidiary may (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents or (ii) file any registration statement or prospectus, or any amendment or supplement thereto, in each case, subject to certain exceptions. The Company has also agreed not to effect or enter into an agreement to effect any issuance of Common Stock or Common Stock equivalents involving a Variable Rate Transaction, as defined in the Purchase Agreement, for a period of up to six (6) months following the closing of the Offering, subject to certain exceptions.

In addition, each of the Company’s directors and executive officers entered into a lock-up agreement (the “Lock-Up Agreement”), which prohibits them from offering, pledging, announcing the intention to sell, selling, contracting to sell, granting any option or right to purchase, or otherwise transferring or disposing of their shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock for a period of 30 days following the closing of the Offering, subject to certain carveouts. Notwithstanding the foregoing, the Company will be permitted to make sales under our existing at-the-market sales agreement with the Placement Agent.

The foregoing does not purport to be a complete description of each of the Engagement Letter, the Pre-Funded Warrants, the Series X Warrants, the Placement Agent Warrant, and the Purchase Agreement, and is qualified in its entirety by reference to the full text of each of such document, which are filed as Exhibits 1.1, 1.2, 4.1, 4.2, 4.3, and 10.1, respectively, to this Current Report on Form 8-K (this “Form 8-K”) and incorporated herein by reference.

Item 8.01 Other Events.

The Company issued press releases announcing the pricing of the Offering on February 9, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
4.1		Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 filed on February 2, 2026).
4.2		Form of Series X Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 filed on February 2, 2026).
4.3		Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-1 filed on February 2, 2026).
10.1		Engagement Agreement, by and between Iveda Solutions, Inc. and H.C. Wainwright & Co., LLC, dated as of August 28, 2024 (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1 filed on February 2, 2026).
10.2		Form of Securities Purchase Agreement, by and between Iveda Solutions, Inc. and certain investors, dated as of February 9, 2026 (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on Form S-1 filed on February 2, 2026).
10.3		Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.21 to the Company’s Registration Statement on Form S-1 filed on February 2, 2026).
99.1		Press Release dated February 9, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

	IVEDA, SOLUTIONS, INC
Dated: February 13, 2026	By:	/s/ Robert J. Brilon
		Robert J. Brilon Chief Financial Officer

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