Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Note Conversion Agreement

On June 25, 2026, Veea Inc., a Delaware corporation (the "Company"), entered into a Note Conversion Agreement (the "Note Conversion Agreement") with NLabs Inc. ("NLabs"), a Delaware corporation and an affiliate of Allen Salmasi, the Chief Executive Officer and Chairman of the board of directors of the Company, pursuant to which the principal and accrued interest under certain promissory notes evidencing loans made by NLabs to the Company (the "Demand Notes") were exchanged for (i) shares of Series A-1 preferred stock, par value $0.0001 per share, of the Company (the "Series A-1 Preferred Stock") at an initial stated value of $100.00 per share (the "Per Share Price") and (ii) warrants to purchase shares of common stock (the "Common Warrants"), par value $0.0001 per share, of the Company (the "Common Stock"), as soon as practicable thereafter but no later than one business day following the execution of the Note Conversion Agreement. On June 25, 2026, the Demand Notes having an aggregate of $4,132,910.49 in principal and accrued interest were exchanged into (i) 41,329 shares of Series A-1 Preferred Stock, and Common Warrants to purchase up to 13,331,969 shares of the Common Stock at an exercise price of $0.31 per share, which Common Warrants are first exercisable on January 1, 2027, and may be exercised until June 25, 2031. Each share of Series A-1 Preferred Stock is convertible into 323 shares of Common Stock, and the shares of Series A-1 Preferred Stock issued pursuant to the Note Conversion Agreement are convertible into up to 13,331,969 shares of Common Stock.

Under the terms of the Note Conversion Agreement, NLabs is entitled to certain registration rights with respect to the shares of Common Stock issuable upon conversion of the Series A-1 Preferred Stock.

The foregoing summaries of the Note Conversion Agreement and Common Warrant are not complete and are qualified in their entirety by reference to the full text of the Note Conversion Agreement and Common Warrant, copies of which are attached hereto as Exhibits 10.1 and 4.1 and are incorporated herein by reference.

In connection with the issuance of the shares of Series A-1 Preferred Stock, on June 25, 2026, the Company filed a Certificate of Designation of Series A-1 Convertible Preferred Stock (the "Certificate of Designation") with the Secretary of State of the State of Delaware to designate Series A-1 Convertible Preferred Stock. Each share of Series A-1 Preferred Stock is entitled to vote on an as converted basis along with the Common Stock, and holders of Series A-1 Preferred Stock are entitled to receive dividends that are economically equivalent to any dividends declared with respect to the Common Stock. Each share of Series A-1 Preferred Stock is convertible into Common Stock at the option of NLabs in an amount equal to the Per Share Price (as adjusted for certain stock splits) divided by $0.31. The foregoing is only a brief description of the material terms of the Certificate of Designation and does not purport to be a complete description of the rights and obligations thereunder. Such description is qualified in its entirety by reference to the Certificate of Designation, which is attached to this Current Report on Form 8-K as Exhibit 3.2 and incorporated by reference herein.