Form 8-K

8-K — VEEA INC.

Accession: 0001213900-26-100507

Filed: 2026-09-16

Period: 2026-09-14

CIK: 0001840317

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0305721-8k_veea.htm (Primary)

EX-99.1 — PRESS RELEASE DATED SEPTEMBER 14, 2026 (ea030572101ex99-1.htm)

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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

September 16, 2026 (September 14, 2026)

Date of Report (Date of earliest event reported)

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)

(I.R.S. Employer

Identification No.)

164 E. 83rd Street, New York, NY 10028

10028

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (212) 535-6050

N/A

(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

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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 whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share

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 (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 8.01. Other Events.

On September 14, 2026 Veea Inc. (the “Company”)

announced the signing of a non-binding term sheet with NovaGen Group B.V. (“NovaGen”) for a proposed business combination.

NovaGen is a personalized regenerative medicine

and longevity company headquartered in Amsterdam.

The proposed combination would launch NovaGen

Health Networks, a connected global health platform integrating Veea’s HealthLynx platform with global cloud service capabilities,

that incorporate edge-cloud computing, connectivity and cybersecurity capabilities with NovaGen’s cellular reprogramming science

and clinical services.

The parties are targeting execution of a definitive

agreement within the coming weeks. The transaction remains subject to the execution of definitive agreements, completion of customary

due diligence, including intellectual property, valuation and other items, receipt of all necessary shareholder and regulatory approvals,

and other customary closing conditions.

There can be no assurance

that the parties will negotiate or execute definitive agreements, that the proposed transaction will be consummated on the terms in the

term sheet, on the contemplated timeline, or at all, or that any definitive agreements, if executed, will not contain terms materially

different from those in the term sheet.

A copy of the joint press release issued by

the parties announcing the signing of the non-binding term sheet is attached hereto as Exhibit 99.1.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements

within the meaning of U.S. federal securities laws regarding the proposed business combination between the Company and NovaGen, including

statements regarding the proposed launch of NovaGen Health Networks. Forward-looking statements generally are identified by words such

as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”

“plan,” “may,” “will,” “should” and similar expressions. These statements are based on

current expectations and assumptions and involve risks and uncertainties, and actual results or events may differ materially from those

expressed or implied in the forward-looking statements.

These risks and uncertainties include, among others, the non-binding

nature of the term sheet; the parties’ ability to negotiate and enter into a definitive agreement; the results of due diligence;

the ability to obtain required approvals and satisfy other closing conditions; the ability to launch and operate NovaGen Health Networks

as contemplated; and the ability to recognize the anticipated benefits of the proposed business combination. Readers should not place

undue reliance on forward-looking statements. For additional information concerning these and other risks, please see the Company’s

filings with the SEC. The Company assumes no obligation to update or revise these statements, whether as a result of new information,

future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release dated September 14, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

Dated: September 16, 2026

Veea Inc.

By:

/s/ Greg Deisher

Name:

Greg Deisher

Title:

Acting Chief Financial Officer and

Chief Operating Officer

EX-99.1 — PRESS RELEASE DATED SEPTEMBER 14, 2026

EX-99.1

Filename: ea030572101ex99-1.htm · Sequence: 2

Exhibit 99.1

Veea Inc. and NovaGen announce potential merger to launch an Edge

AI-Powered Global Health Platform

Proposed combination seeks to establish a Nasdaq-listed longevity

and precision-health platform, complementing Veea’s continuing edge AI infrastructure business; GeoNova Capital commits US$10 million

as cornerstone institutional investor

New York / Amsterdam, [DATE] — Veea Inc. (NASDAQ: VEEA),

a provider of AI-powered, cybersecure edge infrastructure, and NovaGen Group B.V., a personalized regenerative medicine and longevity

company, today announced they have signed a term sheet to combine and are targeting execution of a definitive business combination agreement

within the coming weeks. In connection with the business combination, the parties have also announced an agreement to launch NovaGen

Health Networks: a connected health platform integrating Veea’s edge computing, connectivity and cybersecurity capabilities

with NovaGen’s cellular reprogramming science and clinical services. Initial deployments will begin at NovaGen clinics and partner

hospitals in Q4 2026.

The platform, built on VeeaONE, connects health records, wearable and

sensor data, and biological measurements into a patient-controlled longitudinal health profile. Local computing supports agentic AI applications

close to the patient, with patient-directed permissions governing access to personal data. Rollout begins with connected health services

and will expand to clinician-supervised diagnostics and therapy pathways as clinical validation and applicable regulatory authorizations

permit.

GeoNova Capital, as cornerstone investor, has signed a term sheet to

provide an initial US$10 million investment in the combined company. Veea will continue to grow and serve its existing customers, partners

and markets. Management believes that, based on its internal projections and an independent valuation prepared using such internal projections,

the value of the combined company is approximately $750 million.

The business combination between Veea and NovaGen, as well as the investment

by GeoNova Capital, remains subject to the negotiation and execution of definitive documentation and the satisfaction of certain conditions

to closing by the parties.

The companies plan to roll out NovaGen Health Networks in two phases.

Phase 1 - Connecting People, Data and Care (Q4 2026)

NovaGen

Health Networks will provide a private household health hub with a digital twin for every family member and a patient-controlled health

records wallet, integrating health records, wearable telemetry and longitudinal biological measurements. Built on VeeaONE, the hub processes

sensitive data locally and supports AI wellness companions, medication reminders, and patient-authorized provider sharing. Plans include

personal cell banking and consented research participation, subject to applicable regulatory requirements.

Phase 2 - Clinician-Supervised Diagnostics and Therapy Pathways

clinical validation and regulatory authorizations permit, the network will combine digital twins and medical records with cellular data

from the small skin biopsy used to initiate the ARC Prometheus process. This biopsy provides a patient’s own fibroblasts for cellular

reprogramming, rejuvenation, cell banking and potential future autologous therapies. Telomere length, DNA-methylation age and additional

biomarkers will be assessed to support clinician evaluation of therapy candidates and treatment monitoring. Validated AI tools will support

clinician-reviewed decisions and referrals to authorized treatment centers.

“NovaGen is a regenerative medicine platform with proprietary

autologous rejuvenated fibroblast stem cell technology and a growing network of associated clinics. This agreement with Veea extends our

reach to individuals long before they walk into a clinic,” said Diederik van der Reijt, CEO of NovaGen Group. “NovaGen

Health Networks creates a pathway to identify and evaluate potential candidates for our therapies, allowing that relationship to begin

earlier and continue through assessment, treatment and follow-up, including the creation of each patient’s own digital twin.”

“NovaGen Health Networks demonstrates the power of AI at the

edge, bringing Veea’s connectivity, computing, cybersecurity, storage and AI capabilities together in one global network, putting

intelligence where care happens while giving people far greater control over their most personal information,” said Allen Salmasi,

Chairman and CEO of Veea.

Data Sovereignty and Privacy

Patient privacy and data sovereignty

are central to the network’s design. Health records remain encrypted at source and off the blockchain; the blockchain ledger records

only permissions, document fingerprints and access events. Patients authorize specific recipients, categories of information and access

periods, and may revoke access at any time. Cloud services use pseudonymous digital twins, with re-identification controlled through

protected keys and authorized consent. Veea’s cybersecurity architecture, incorporating Zero Trust Network Access, network slicing,

micro-segmentation and AI-driven anomaly detection, protects the network end-to-end.

“GeoNova’s US$10 million commitment reflects our conviction

in NovaGen’s strategy and the scale of the opportunity. As corporate adviser and cornerstone institutional investor, our role is

to support NovaGen with institutional capital, capital-markets discipline and strategic execution as it advances toward the U.S. public

markets,” said Robert Hamilton, Managing Partner, Capital Markets, GeoNova Capital.

About Veea

Veea Inc. (NASDAQ: VEEA) is a global leader in edge

solutions and infrastructure. Founded in 2014 and headquartered in New York City, Veea enables enterprises, service providers and public

sector organizations to deploy AI-powered applications at the edge. The VeeaONE platform integrates connectivity, computing, cybersecurity

and storage into a unified hyperconverged network solution, from edge to cloud. Veea holds more than 123 patents across related technology

domains and has been recognized by Gartner for its innovations in edge computing. www.veea.com

About NovaGen Group

NovaGen Group has developed a personalized

regenerative medicine and longevity platform integrating ARC Prometheus cellular reprogramming and rejuvenation technology, biological

assessment, cell banking, clinical services and digital health. Its strategy connects research and clinical development with a growing

network of care locations and partners to support more personalized approaches to health and aging. www.novagengroup.com

About GeoNova Capital

GeoNova Capital is a UAE-based investment

and capital-markets firm focused on event-driven investing, structured finance, special situations and public-market transactions. GeoNova

is supporting NovaGen as corporate adviser and cornerstone institutional investor.

Media Contacts

Thomas Latiolais — thomas.latiolais@veea.com

Karen Brink — karen@novagengroup.com

Forward-Looking Statements

This press release contains forward-looking

statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements typically include

projections of future revenues, earnings, strategies, and operational growth. These statements are based on current beliefs, assumptions

and expectations and involve known and unknown risks and uncertainties that could cause actual results to differ materially from current

projections due to factors including, but not limited to, market conditions, economic shifts, and operational challenges. Operational

factors that could cause results to differ include Veea’s ability to maintain adequate financial resources, execute its growth

strategy, achieve market acceptance, and compete effectively. Forward-looking statements may be identified by words such as “anticipate,”

“believe,” “expect,” “intend,” “may,” “plan,” “potential,” “project,”

“will” and similar expressions. Forward-looking statements speak only as of the date made. Veea disclaims any obligation

to update them publicly.

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