Form 8-K

8-K — VEEA INC.

Accession: 0001213900-26-085763

Filed: 2026-08-05

Period: 2026-07-30

CIK: 0001840317

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0300722-8k_veeainc.htm (Primary)

EX-10.1 — DEMAND PROMISSORY NOTE - JULY 30, 2026 ($500,000) (ea030072201ex10-1.htm)

EX-10.2 — DEMAND PROMISSORY NOTE - JULY 31, 2026 ($100,000) (ea030072201ex10-2.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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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

Date of Report (Date of earliest event reported):

August 5, 2026 (July 30, 2026)

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

(212) 535-6050

(Address and telephone number, including area code,

of registrant’s principal executive offices)

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(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 (§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.

On July 30, 2026 and

July 31, 2026, NLabs Inc, a Delaware corporation (“NLabs”) made unsecured loans to Veea Inc., a Delaware corporation

(the “Company”). NLabs is a principal stockholder of the Company and an affiliate of the Company’s Chief Executive

Officer. The loans were in the principal amount of $500,000 and $100,000, respectively, and evidenced by two Demand Promissory Notes (the

“Notes”). Interest on each of the Notes accrues and is payable at maturity at an annual rate equal to 10%, with interest

calculated on the basis of a 365-day year and the actual days elapsed. The Notes and accrued interest thereon are payable upon the earlier

of December 31, 2026 and demand by NLabs. The Company may prepay the Notes, in whole or in part, without penalty at any time. The proceeds

of the Notes are for working capital purposes.

The foregoing description

of the Notes does not purport to be complete and is qualified in its entirety by reference to the Notes, copies of which are attached

as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are each incorporated herein by reference.

Item 2.03 Creation

of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth

above under Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the Notes to NLabs is hereby incorporated

by reference into this Item 2.03.

Item 5.02. Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Randal

Stephenson as the Company’s Chief Financial Officer

On July 30, 2026, the

Board of Directors (the “Board”) of the Company approved the termination of Randal Stephenson’s positions as

Chief Financial Officer and Senior Vice President of the Company and the termination of his employment, without cause, effective as of

July 31, 2026 (the “Departure”). Mr. Stephenson and the Company are currently negotiating a termination and severance

agreement (the “Termination Agreement”), in connection with the Departure, and the Company will report the terms of

the Termination Agreement, when it has been completed and executed by the Company and Mr. Stephenson, in a future Current Report on Form

8-K, and will file a copy of the Termination Agreement as an exhibit to that Current Report on Form 8-K.

Appointment of Greg

Deisher as the Company’s Acting Chief Financial Officer

On July 30, 2026, the

Board approved the appointment of Greg Deisher, currently the Chief Operating Officer and Executive Vice President of the Company, to

replace Mr. Stephenson as the Company’s Chief Financial Officer, effective as of July 31, 2026, and Mr. Deisher has served as the

Acting Chief Financial Officer of the Company since that date. Mr. Deisher will also continue to serve as Chief Operating Officer and

an Executive Vice President of the Company.

Mr. Deisher has served

in senior financial and operational leadership roles for over 20 years including multiple professional experiences in Russia, China and

South East Asia. From 2024 to 2026, Mr. Deisher served as the CFO of Wallarm Inc, a cybersecurity company specializing in API (Application

Programming Interfaces) Security. From 2019 to 2024, Mr. Deisher served as the CFO of Vapor IO, Inc., an ultra low latency edge datacenter

company. From 1990 to 1997, Mr. Deisher worked at PricewaterhouseCoopers (“PwC”), and during his tenure at PwC, he

worked as a Senior Auditor at the PwC’s Dallas office, where he served oil & gas and banking clients, and he worked as a Senior

Manager, Tax & Legal of the Almaty, Kazakhstan office, where he served clients consisted of international telecom, oil & gas (including

ExxonMobil, Chevron & Shell) and FMCGs (Unilever, P&G plus both Coca-Cola and Pepsi). Mr. Deisher obtained his bachelor’s

degree from Texas Tech University and completed graduate studies in Chinese language and China studies at University of Texas, Austin.

Mr. Deisher is a certified public accountant (CPA).

Mr. Deisher has no family

relationships with any of the Company’s directors or executive officers, and he is not a party to, and does not have any direct

or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. There are no arrangements

or understandings between Mr. Deisher and any other persons pursuant to which he was selected as an executive officer.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Demand Promissory Note – July 30, 2026 ($500,000)

10.2

Demand Promissory Note – July 31, 2026 ($100,000)

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.

Veea Inc.

Date: August 5, 2026

By:

/s/ Greg Deisher

Name:

Greg Deisher

Title:

Chief Financial Officer and

Chief Operating Officer

EX-10.1 — DEMAND PROMISSORY NOTE - JULY 30, 2026 ($500,000)

EX-10.1

Filename: ea030072201ex10-1.htm · Sequence: 2

Exhibit 10.1

DEMAND PROMISSORY NOTE

$500,000

July 30, 2026

FOR VALUE RECEIVED, VEEA

INC., a Delaware corporation (the “Company”), hereby promises to pay to the order of NLabs Inc., a Delaware

corporation or such holder’s assigns (“Holder”), the principal sum of FIVE HUNDRED DOLLARS AND NO CENTS ($500,000)

(the “Principal Amount”) together with interest thereon from the date hereof to maturity at a simple interest at the

rate of ten percent (10%) per annum, calculated on the basis of a 365-day year and actual days elapsed since the issuance of this Demand

Promissory Note (this “Note”).

The Principal Amount is due on demand, and in the absence of any demand is due on December 31, 2026. All installments, prepayments, and

other payments of principal and interest are payable to Holder in cash in immediately available funds to the account designed by Holder.

This Note may be prepaid, in whole or in part, without penalty at any time. At maturity, or upon demand or default or failure to pay any

installment of principal and interest required herein, the entire balance shall be immediately due and payable.

Any remedy of Holder upon

default of the Company shall be cumulative and not exclusive and choice of remedy shall be at the sole election of Holder. The Company

agrees to pay all costs of collection, including reasonable attorney's fees, whether or not any suit, civil action, or other proceeding

at law or in equity, is commenced.

The Company waives demand,

presentment for payment, protest and notice of protest and nonpayment of this Note and expressly agrees to remain bound for the payment

of principal, interest and other sums provided for by the terms of this Note, notwithstanding any extension or extensions of the time

of, or for the payment of, said principal.

No delay or omission on the

part of the Lender or holder in exercising any rights shall operate as a waiver of such right.

This Note shall be governed

by the laws of the State of New York, and each party hereto agrees to venue and jurisdiction in the federal and state courts located in

New York, New York.

IN WITNESS WHEREOF, this Demand

Promissory Note is executed as of the date first above written.

COMPANY:

VEEA INC.

By:

/s/ Greg Deisher

Greg Deisher

EVP & Chief Operating Officer

EX-10.2 — DEMAND PROMISSORY NOTE - JULY 31, 2026 ($100,000)

EX-10.2

Filename: ea030072201ex10-2.htm · Sequence: 3

Exhibit 10.2

DEMAND PROMISSORY NOTE

$100,000

July 31, 2026

FOR VALUE RECEIVED, VEEA

INC., a Delaware corporation (the “Company”), hereby promises to pay to the order of NLabs Inc., a Delaware

corporation or such holder’s assigns (“Holder”), the principal sum of ONE HUNDRED DOLLARS AND NO CENTS ($100,000)

(the “Principal Amount”) together with interest thereon from the date hereof to maturity at a simple interest at the

rate of ten percent (10%) per annum, calculated on the basis of a 365-day year and actual days elapsed since the issuance of this Demand

Promissory Note (this “Note”).

The Principal Amount is due on demand, and in

the absence of any demand is due on December 31, 2026. All installments, prepayments, and other payments of principal and interest are

payable to Holder in cash in immediately available funds to the account designed by Holder.

This Note may be prepaid, in whole or in part,

without penalty at any time. At maturity, or upon demand or default or failure to pay any installment of principal and interest required

herein, the entire balance shall be immediately due and payable.

Any remedy of Holder upon default of the Company

shall be cumulative and not exclusive and choice of remedy shall be at the sole election of Holder. The Company agrees to pay all costs

of collection, including reasonable attorney's fees, whether or not any suit, civil action, or other proceeding at law or in equity, is

commenced.

The Company waives demand,

presentment for payment, protest and notice of protest and nonpayment of this Note and expressly agrees to remain bound for the payment

of principal, interest and other sums provided for by the terms of this Note, notwithstanding any extension or extensions of the time

of, or for the payment of, said principal.

No delay or omission on the

part of the Lender or holder in exercising any rights shall operate as a waiver of such right.

This Note shall be governed

by the laws of the State of New York, and each party hereto agrees to venue and jurisdiction in the federal and state courts located in

New York, New York.

IN WITNESS WHEREOF, this Demand

Promissory Note is executed as of the date first above written.

COMPANY:

VEEA INC.

By:

/s/ Greg Deisher

Greg Deisher

EVP & Chief Operating Officer

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