VEEAW Veea Inc

 

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 of Report (Date of earliest event reported): December 31, 2024

 

VEEA INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40218		98-1577353
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

164 E. 83rd Street, New York, NY		10028
(Address of principal executive offices)		(Zip Code)

 

(212) 535-6050

(Registrant’s telephone number, including area code)

 

 

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

 

Check the appropriate box below if the Form 8-K 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(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		VEEA		The Nasdaq Stock Market LLC
Warrants,each exercisable for one share of Common Stock at a price of $11.50, subject to adjustment		VEEAW		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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

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 1.01. Entry into a Material Definitive Agreement.

 

As previously disclosed, on September 13, 2024, Veea Inc. (the “Company”) and VeeaSystems Inc. entered into note purchase agreements with certain accredited investors for the sale of unsecured subordinated convertible promissory notes. Pursuant to the note purchase agreement with Harmonic Equity Partners (“Harmonic”), Harmonic was to purchase a note in an aggregate principal amount of $13.55 million (the “Commitment Amount”) on or prior to October 15, 2024, which was subsequently extended to December 15, 2024. On December 31, 2024, the Company and Harmonic entered into a mutual Settlement and Release Agreement (the “Settlement Agreement”), pursuant to which Harmonic made a payment of $5,364,159 to the Company in consideration for the termination of Harmonic’s obligation to purchase a note in the principal amount of the Commitment Amount and a mutual release of claims.

 

The foregoing description of the Settlement Agreement is qualified in its entirety by reference to the full text of the Settlement Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are filed with this Form 8-K:

 

Exhibit Number		Description
10.1		Settlement and Release Agreement, dated December 31, 2024, between the Company and Harmonic.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: January 2, 2025	Veea Inc.
	By:	/s/ Allen Salmasi
	Name:	Allen Salmasi
	Title:	Chief Executive Officer

 

 

2

 

Exhibit 10.1

 

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

 

THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE (the “Agreement”) is made as of December 31, 2024, by and between Veea Inc. (“Veea”), VeeaSystems Inc. (“VSI”) and Harmonic Equity Partners (“Harmonic”) individually a “Party” and collectively the “Parties,” both as more fully defined below.

 

WHEREAS, Veea and VSI previously entered into note purchase agreements (the “Note Purchase Agreements”) with certain accredited investors for the sale of unsecured subordinated convertible promissory notes.

 

WHEREAS, pursuant to the Note Purchase Agreement, dated September 13, 2024, with Harmonic Equity Partners (“Harmonic”), Harmonic was to purchase a Note in the aggregate principal amount of $13.55 million (the “Commitment Amount”) on or prior to October 15, 2024, which was subsequently extended to December 15, 2024.

 

WHEREAS, as of the date hereof, the Commitment Amount has not been funded.

 

WHEREAS, the Parties have concluded that it is in their best interests to resolve all issues related to the Commitment Amount.

 

WHEREAS, on or prior to the date hereof, the Company has received a payment from Harmonic of $5,364,159 million.

 

NOW THEREFORE, in consideration of the promises and obligations contained in this Agreement, the sufficiency of which the Parties hereby acknowledge, the Parties agree as follows:

 

1. Parties Defined.

 

The Parties hereto are defied as follows:

 

a.

Each of Veea and VSI shall mean itself and each of its past, present and future, known and unknown parents, subsidiaries, affiliates, divisions, proprietorships, associations, administrators, organizations, joint ventures, distributors, partners, employees, agents, representatives, independent contractors, officers, directors, managers, management, executives, members, principals, stockholders, shareholders, equity investees, attorneys, lawyers, executors, fiduciaries, successors, transferees, licensees, assigns, creditors, brokers, receivers, trustees, insurers, reinsurers, indemnitees, and all other related entities or individuals associated in any way with Veea or VSI, as the case may be, all in their personal and agency capacities.

 

b.

Harmonic shall mean itself and each of its past, present, and future, known and unknown parents, subsidiaries, affiliates, divisions, proprietorships, associations, administrators, organizations, joint ventures, distributors, partners, employees, agents, representatives, independent contractors, officers, directors, managers, management, executives, members, principals, stockholders, shareholders, equity investees, attorneys, lawyers, executors, fiduciaries, successors, transferees, licensees, assigns, creditors, brokers, receivers, trustees, insurers, reinsurers, indemnitees, and all other related entities or individuals associated in any way with Harmonic, all in their personal and agency capacities.

 

 

2. Mutual Release Between the Parties. The Parties hereby mutually release and forever discharge each other of and from all rights, claims, demands, controversies, suits, claims, charges, complaints, contracts whether oral or written and express or implied, promises at law or in equity, torts, violations of public policy, damages, expenses, costs, actions and causes of action, whether known or unknown, whether foreseen or unforeseen, that either had, now has, or may have in the future against the other as of the date of this Agreement including, but not limited to, any matter related to the Commitment Amount.

 

3. Entire Agreement. This Agreement sets forth all terms and conditions agreed to by the Parties herein. The Parties agree that the execution of this Agreement has not been induced by any representations or promises not expressly set forth herein. Any prior agreements, promises, reservations, negotiations or representations, either oral or written, between the Parties or the Parties’ attorneys that are not expressly set forth in this Agreement are, upon execution of this Agreement, of no force or effect.

 

4. Agreement Reviewed and Entered Into Voluntarily. The Parties warrant that each has entered into this Agreement voluntarily and has had the opportunity to consult with counsel. The Parties’ respective attorneys have read this Agreement, and this Agreement shall not be subject to any claim of mistake of fact or duress. The Parties agree that this Agreement is clear and unambiguous and agree that in the event any provision of this Agreement is deemed ambiguous, that provision shall be construed without regard to which of the Parties drafted that provision.

 

5. Governing Law. This Agreement shall be construed and governed by the laws of the State of Delaware, without giving effect to its conflict of laws provisions. Any and all actions brought arising out of or based upon in whole or in part this Agreement shall be brought in the State of Delaware.

 

6. Amendment and Modification. Any amendment or modification of this Agreement must be in writing and signed by the Parties affected by such amendment or modification.

 

7. Assignment. None of the Parties may assign any rights, obligations or interest under this Agreement without prior written consent of the other Parties.

 

[Signature Page Follows]

 

 

This agreement may be signed in counterparts and by electronic methods, including PDF, and the signature thereon of any Party will be considered part of this Agreement and taken together shall be treated as a fully executed original.

 

Veea Inc.			Harmonic Equity Partners
By:	/s/ Allen Salmasi		By:	/s/ Peter Yi
Signature			Signature
Allen Salmasi, Chief Executive Officer			Peter Yi, President
Print Name, Title			Print Name, Title

 

VeeaSYSTEMS Inc.
By:	/s/ Janice K. Smith
Signature
Janice K. Smith, Chief Operating Officer
Print Name, Title

 

 

3

 

v3.24.4

Cover	Dec. 31, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2024
Entity File Number	001-40218
Entity Registrant Name	VEEA INC.
Entity Central Index Key	0001840317
Entity Tax Identification Number	98-1577353
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	164 E. 83rd Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10028
City Area Code	212
Local Phone Number	535-6050
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	VEEA
Security Exchange Name	NASDAQ
Warrants,each exercisable for one share of Common Stock at a price of
Title of 12(b) Security	Warrants,each exercisable for one share of Common Stock at a price of
Trading Symbol	VEEAW
Security Exchange Name	NASDAQ

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