VEEA INC. 8-K

What Happened

• On January 14, 2026 Veea Inc. (the “Company”) entered into a Note Purchase Agreement with White Lion Capital, LLC to issue unsecured convertible notes and warrants in an aggregate funded amount up to $2,500,000. At the first closing (Jan 14, 2026) the Company issued a Convertible Note with a face amount of $555,556 and a Warrant to purchase 990,099 shares (exercise price $0.505). The Company received $475,000 in cash proceeds from that first closing (net of discounts and certain expenses). The Convertible Notes mature 12 months from issuance and accrue interest at 5% per year. Concurrently the Company entered into a Registration Rights Agreement requiring it to file a resale registration statement within 60 days of the first closing.
• The Company also amended its existing equity line (Common Stock Purchase Agreement) with White Lion: the commitment period was extended to June 30, 2027, and the Company agreed to issue additional shares to White Lion as consideration (see details below).

Key Details

• Financing facility: up to $2,500,000 in aggregate convertible notes and warrants; First Closing proceeds: $475,000 net.
• First Convertible Note: face amount $555,556; interest 5% p.a.; maturity 12 months; conversion price = lesser of $0.75 or 90% of the lowest VWAP over the prior 10 trading days; ownership caps of 4.99% (or 9.99% if elected by White Lion).
• Warrants: 990,099 issued at First Closing (exercise $0.505); expire in five years; exercise subject to the same ownership limitations; Company may force exercise (Call Notice) if warrants are registered and the stock closes > $3.00 for 30 consecutive trading days.
• Registration: Company must file a registration statement covering resale of conversion shares and warrant shares within 60 days of the First Closing; RRA includes customary damages for missed filing/effectiveness deadlines.
• Equity line amendment: commitment extended from Dec 2, 2026 to June 30, 2027; additional share issuances to White Lion equal to $25,000 now, $50,000 if less than $1.25M sold to White Lion by Apr 15, 2026, and $25,000 if less than $1.5M sold by June 30, 2026 (shares determined by 10‑day VWAP).

Why It Matters

• This filing documents new near‑term financing: immediate cash of $475,000 plus access to up to $2.5M in convertible notes and warrants, which can provide liquidity for operations or growth initiatives.
• The convertible notes and warrants create potential future dilution if converted or exercised; conversion pricing and the warrants’ low exercise price could dilute existing shareholders depending on future stock price and additional closings.
• Registration rights are intended to allow resale of the issued securities (reducing liquidity constraints for White Lion) but also enable the Company to force warrant exercise under specified conditions. The equity line amendment extends the company’s ability to raise capital through sales to White Lion but includes additional share issuances as commitment consideration, which are also dilutive.
• Investors should watch for future closings under the facility, the timing and outcome of the registration statement, and any material defaults or accelerations under the notes that could affect the Company’s cash position or capital structure.