Description of Business	9 Months Ended
Sep. 30, 2026
Description of Business [Abstract]
DESCRIPTION OF BUSINESS	1 - DESCRIPTION OF BUSINESS The Company is dedicated to simplifying the journey towards creating a world in which virtually everyone and everything is intelligently connected, while bringing applications and artificial intelligence to the edge of the network. Most service providers, equipment suppliers, system integrators and even hyperscalers have adopted or advocated for similar solutions to various degrees either independently or in collaboration with the Company. However, to our knowledge, we are the first to market with patented technologies that (a) bring virtualized data center capabilities to the far edge of the network, commonly referred to as the Device Edge, where all wired and wireless devices connect to the network, (b) spawns hyperconvergence of computing, multiaccess communications and storage, (c) provides for Cloud-managed applications at the Edge (“Hybrid Edge-Cloud Computing”), and (d) enables machine learning with AI training, inferencing, and agentic AI at the edge (“Edge AI”) including AI-driven cybersecurity for heterogenous networks. Such networks have given rise through any combination of our developed devices and third-party devices, with CPUs, GPUs, TPUs, DPUs and/or NPUs, that run on the VeeaONE platform’s software stack. Our end-to-end edge-cloud platform is referred to as VeeaONETM (“VeeaONE”) platform. Veea has developed several generations of highly integrated all-in-one devices that incorporate a Linux server, with a virtualized software environment, supporting our patented secured docker containers, together with a Wi-Fi Access Point with a mesh router, a firewall, an IoT gateway, NVMe data storage and 4G/5G modules. Solutions running on VeeaONE, including VigiLynx, provide secure connectivity, camera and sensor monitoring, video analytics and automated alerts. The platform also supports local AI inference on appropriately configured hardware, enabling organizations to process data and run applications close to connected devices while centrally managing deployments across multiple locations. With an extensive patent portfolio of 121 granted patents and 18 pending patent applications that cover 26 patent families, our end-to-end Hybrid Edge-Cloud Computing platform represents a new product category that has the potential for wide scale customer adoption in large segments of consumer and enterprise markets. VeeaONE — a Differentiated Transformative Platform VeeaWare is the full-stack edge-to-cloud software platform of VeeaONE networks. Its middleware is made portable to run on a variety of devices such as X86- and Arm-based Linux servers, with or without accelerated compute (e.g., GPUs, NPUs, TPUs and DPUs), the NVIDIA Jetson family of devices and a variety of third-party routers, gateways and hubs. It also extends its Wi-Fi mesh across a number of third-party Wi-Fi access points (“APs”). Moreover, VeeaCloud delivers functionality similar to the backend cloud platforms of iOS and Android, but serves multi-user environments at the edge with devices, cameras, sensors and machines (e.g., robots, drones, trucks and tractors) over hyperconverged Edge AI-capable private network(s) at one or many locations. This capability delivers VeeaCloud-managed heterogeneous private networks, with any combination of hundreds of VeeaWare-compatible third-party devices with or without VeeaHub products, with orchestration that can scale to thousands of connected systems of intelligence. Veea was formed based on management’s strong belief that true intelligence applicable to the edge use cases emerges from networks with real-world data and compute, and not the other way around. Everything in nature, including the formation of human societies, demonstrates that intelligence does not reside in a single node. It emerges when distributed “agents” (i.e., humans, elephants, zebras, ants, bees, mycelium, bacteria and viruses) exchange information, adapt, and coordinate toward shared outcomes. It is now becoming amply clear that advanced intelligence, accelerated by “manufactured” frontier AI models, is rapidly becoming abundant and widely available on an open-source basis, especially as they apply to the edge use cases supported by the Company. This has been evidenced recently by models such as (i) the open-source model released by NVIDIA, Nemotron 3 Ultra, a 550-billion-parameter open-weight frontier model optimized for advanced planning, code execution, and long-running AI agents providing for expert models and delivering high-speed inference, with up to a one million token context window, and (ii) the Kimi K3 open-source AI model, which matches the benchmark scores of Anthropic’s most advanced frontier model. For AI models, especially for Physical AI at the edge, context is everything. With cameras, sensors and networked computing at the edge, VeeaONE can continuously deliver the ever-changing context for most use cases, which provides for fine-tuning of the models. Veea management believes that its leading end-to-end edge platform will facilitate the transition of AI creation from specialized teams to ordinary individuals and businesses with just simple prompts and Agentic AI. VeeaONE network capabilities support the migration of frontier-level capabilities from AI factories onto edge devices (e.g., gateways, hubs, servers, etc.), vehicles, robots, and others with Agentic AI Mixture of Experts (MoEs) at the edge. This will enable Edge AI models to become personalized for individuals and businesses with recursive self-improvement, ultimately, offering recommendations and predictions that can influence, or effectively make, economic, corporate, medical, and personal decisions. As an example of this type of Agentic AI adaptation at the edge, Mercedes-Benz has incorporated a Liquid AI agentic model that is only 600 MB in size and that, without relying on cloud services at all times, highly personalizes the car’s environment for its driver and passengers with recursive self-improvement. With VeeaONE, instead of managing networks, organizations manage intelligent business processes and locations. Instead of deploying point products, VeeaONE offers a VeeaCloud-managed platform that is expandable and scalable both horizontally and vertically at one or across thousands of sites. It continuously senses, collects data and creates a data flywheel, as a self-improving feedback loop for real-time fine-tuning of AI models deployed at the edge so they can adjust to new tasks and changing user needs. VeeaONE platform’s products, applications, and services with a distributed computing architecture, offered as a Platform-as-a-Service capability, empowering companies to capitalize on the transformative potential of Edge AI, where most of the data from smartphones, tablets, laptops, cameras, sensors, and other devices is generated, with data privacy and sovereignty, reliability, low latency for real-time decisions, bandwidth efficiency, scalability, and reduced costs compared to alternatives. VeeaHub products, about the size of a typical Wi-Fi Access Point, are offered in variety of form factors with different capabilities for indoor and outdoor coverage and are both locally- and cloud-managed. VeeaONE architecture and business model, VeeaHub and third-party devices on VeeaONE platform with Hybrid Edge-Cloud Computing and AI-enabled applications and services. The VeeaONE platform offers an alternative to cloud computing by enabling the formation of highly secure, but easily accessible, private clouds and networks across one or multiple user(s) or enterprise location(s) across the globe. The benefits include optimal latency, lower data transport costs, data privacy, security and ownership, Edge AI, as well as “always-on” availability for mission critical applications, and contextual awareness for people, devices and things connected to the Internet. Our products and services have been deployed across multiple countries and industries; however, we are focused on high-growth market segments such as fixed-line or 5G-based fixed wireless broadband access, and subscription-based managed Wi-Fi for unserved and underserved communities. In both cases, broadband or Internet connectivity services are offered with a variety of Edge applications and value-added services, including advanced AI-driven cybersecurity, through Mobile Network Operators, Multiple System Operators, Internet Service Providers and other types of Managed Service Providers. The industrial applications include climate smart buildings, smart farming with precision agriculture, smart warehouses and smart retail as cloud-managed converged private networks. Gartner recognized the innovativeness and capabilities of the platform by naming the Company a Leading Smart Edge Platform in 2023 and Cool Vendor in Edge Computing in 2021. Market Reports World in its research report published in October 2023 named the Company as one of the top 10 Edge AI solution providers alongside of IBM, Microsoft, Amazon Web Services and others. Private Veea was founded in 2014 by Allen Salmasi, our Chief Executive Officer and a pioneering wireless technology leader. Mr. Salmasi helped to drive industry transformation through his contributions to the development of CDMA/TDMA-based OmniTRACS, the largest mobile satellite messaging and position reporting system with integrated IoT solutions during the 1980s and 1990s; CDMA-based 2G/3G technologies and products at Qualcomm in 1990s; OFDMA-based 4G technologies and products at NextWave during the 2000s, and hyper-converged edge computing and communications during the 2010s; and beyond with the Company. The Company has six wholly owned subsidiaries, VeeaSystems Inc., formerly known as Veea Inc. a Delaware corporation, (“Private Veea” or “VeeaSystems”), Veea Solutions Inc., a Delaware corporation, VeeaSystems Development Inc., formerly known as Veea Systems Inc., a Delaware corporation, Veea Systems Ltd., a company organized under the laws of England and Wales, VeeaSystems SAS, a French simplified joint stock company and VeeaSystems CK Inc., a Delaware corporation; and one majority owned subsidiary, VeeaSystems Mexico, S. de R.L. de C.V., a limited capital company organized under the laws of Mexico (“VeeaSystems MX”). VeeaSystems MX is 95% owned by VeeaSystems Inc., and due to local law requirements, the remaining 5% is held by the Company’s CEO. The Company is headquartered in New York City with offices in the United States, Mexico and Europe. Liquidity During the three months ended September 30, 2026 and 2025, the Company incurred operating losses of approximately $4.0 million and $4.7 million, respectively. During the nine months ended September 30, 2026 and 2025, the Company incurred operating losses of approximately $16.2 million and $15.3 million, respectively. As of September 30, 2026, the Company had an accumulated deficit of $236.8 million. Since its inception, it has incurred significant operating losses and negative cash flows. As of September 30, 2026, it had cash and restricted cash of approximately $1.6 million and outstanding debt of $17.1 million, of which $1.0 million was outstanding under the Crowdkeep Convertible Notes (as defined below), $1.8 million was outstanding under a note payable with an inventory vendor, $10.6 million was outstanding under the PPL Loan (as defined below) (Note 6), $3.4 million was outstanding under notes payable with a related party, and $0.3 million was outstanding under the White Lion Convertible Note (as defined below) (Note 6). The Company’s founder has funded operations through related party notes and advances. The Company plans to fund its operations and capital funding needs for the next 12 months with revenue generated from operations, including anticipated revenue generated under the Supply Agreement (as defined below) entered into with Telcel, and using proceeds from related party notes payable and the ATM Agreement (see Note 8). Further, the Company could pursue other equity and debt financing from new or existing investors, including related parties, which may continue to include the Company’s CEO and his affiliates. The Company’s founder will continue to support the Company if it does not secure other equity or debt financing. In response to deficiency notices received from Nasdaq on September 29, 2025, and to regain compliance with Nasdaq’s requirements for continued listing, the Company transferred the listing of its common stock and publicly traded warrants to the Nasdaq Capital Market, effective at the opening of business on April 9, 2026. Further, the Company implemented a 1-for-20 reverse stock split, effective August 28, 2026 (further discussed below). Based on these actions, Nasdaq determined that the Company had regained compliance with the applicable listing standards. On June 2, 2026, the Company notified Nasdaq that it no longer met the majority independent directors due to the unexpected passing of Douglas Maine. On June 3, 2026, Nasdaq notified the Company that it was not in compliance with certain Nasdaq corporate governance requirements relating to board independence and composition of the audit committee and compensation committee of the board of directors. The Company subsequently implemented governance changes and appointed additional independent directors to its board committees in order to satisfy the applicable requirements. Based on these actions, Nasdaq determined that the Company had regained compliance with the applicable listing standards. On October 9, 2026, Nasdaq notified the Company that the matter had been resolved and closed. Reverse Stock-Split On August 10, 2026, the Board of Directors approved a 1-for-20 reverse stock split of the Company’s issued and outstanding shares of common stock. The reverse stock split became effective on August 28, 2026. As a result of the reverse stock split, every twenty shares of issued and outstanding common stock were automatically combined into one share of common stock. The par value of the Company’s common stock remained unchanged at $0.0001 per share. Proportionate adjustments were made to the exercise prices and the number of shares underlying the Company’s outstanding stock options, warrants, as well as to the conversion terms of certain convertible securities. In addition, the number of shares authorized for issuance under the Company’s equity incentive plans was proportionately adjusted. Fractional shares resulting from the reverse stock split were rounded up to the nearest whole share. All share amounts, share prices, exercise prices, conversion prices, and per-share information presented in the accompanying unaudited condensed consolidated financial statements and related notes have been retroactively adjusted, where applicable, to reflect this 1-for-20 reverse stock split for all periods presented.

Description of Business

9 Months Ended

Sep. 30, 2026

1 - DESCRIPTION OF BUSINESS

The Company is dedicated to simplifying the journey towards creating a world in which virtually everyone and everything is intelligently connected, while bringing applications and artificial intelligence to the edge of the network. Most service providers, equipment suppliers, system integrators and even hyperscalers have adopted or advocated for similar solutions to various degrees either independently or in collaboration with the Company. However, to our knowledge, we are the first to market with patented technologies that (a) bring virtualized data center capabilities to the far edge of the network, commonly referred to as the Device Edge, where all wired and wireless devices connect to the network, (b) spawns hyperconvergence of computing, multiaccess communications and storage, (c) provides for Cloud-managed applications at the Edge (“Hybrid Edge-Cloud Computing”), and (d) enables machine learning with AI training, inferencing, and agentic AI at the edge (“Edge AI”) including AI-driven cybersecurity for heterogenous networks. Such networks have given rise through any combination of our developed devices and third-party devices, with CPUs, GPUs, TPUs, DPUs and/or NPUs, that run on the VeeaONE platform’s software stack. Our end-to-end edge-cloud platform is referred to as VeeaONETM (“VeeaONE”) platform.

Veea has developed several generations of highly integrated all-in-one devices that incorporate a Linux server, with a virtualized software environment, supporting our patented secured docker containers, together with a Wi-Fi Access Point with a mesh router, a firewall, an IoT gateway, NVMe data storage and 4G/5G modules. Solutions running on VeeaONE, including VigiLynx, provide secure connectivity, camera and sensor monitoring, video analytics and automated alerts. The platform also supports local AI inference on appropriately configured hardware, enabling organizations to process data and run applications close to connected devices while centrally managing deployments across multiple locations. With an extensive patent portfolio of 121 granted patents and 18 pending patent applications that cover 26 patent families, our end-to-end Hybrid Edge-Cloud Computing platform represents a new product category that has the potential for wide scale customer adoption in large segments of consumer and enterprise markets.

VeeaONE — a Differentiated Transformative Platform

VeeaWare is the full-stack edge-to-cloud software platform of VeeaONE networks. Its middleware is made portable to run on a variety of devices such as X86- and Arm-based Linux servers, with or without accelerated compute (e.g., GPUs, NPUs, TPUs and DPUs), the NVIDIA Jetson family of devices and a variety of third-party routers, gateways and hubs. It also extends its Wi-Fi mesh across a number of third-party Wi-Fi access points (“APs”). Moreover, VeeaCloud delivers functionality similar to the backend cloud platforms of iOS and Android, but serves multi-user environments at the edge with devices, cameras, sensors and machines (e.g., robots, drones, trucks and tractors) over hyperconverged Edge AI-capable private network(s) at one or many locations. This capability delivers VeeaCloud-managed heterogeneous private networks, with any combination of hundreds of VeeaWare-compatible third-party devices with or without VeeaHub products, with orchestration that can scale to thousands of connected systems of intelligence.

Veea was formed based on management’s strong belief that true intelligence applicable to the edge use cases emerges from networks with real-world data and compute, and not the other way around. Everything in nature, including the formation of human societies, demonstrates that intelligence does not reside in a single node. It emerges when distributed “agents” (i.e., humans, elephants, zebras, ants, bees, mycelium, bacteria and viruses) exchange information, adapt, and coordinate toward shared outcomes. It is now becoming amply clear that advanced intelligence, accelerated by “manufactured” frontier AI models, is rapidly becoming abundant and widely available on an open-source basis, especially as they apply to the edge use cases supported by the Company. This has been evidenced recently by models such as (i) the open-source model released by NVIDIA, Nemotron 3 Ultra, a 550-billion-parameter open-weight frontier model optimized for advanced planning, code execution, and long-running AI agents providing for expert models and delivering high-speed inference, with up to a one million token context window, and (ii) the Kimi K3 open-source AI model, which matches the benchmark scores of Anthropic’s most advanced frontier model.

For AI models, especially for Physical AI at the edge, context is everything. With cameras, sensors and networked computing at the edge, VeeaONE can continuously deliver the ever-changing context for most use cases, which provides for fine-tuning of the models. Veea management believes that its leading end-to-end edge platform will facilitate the transition of AI creation from specialized teams to ordinary individuals and businesses with just simple prompts and Agentic AI. VeeaONE network capabilities support the migration of frontier-level capabilities from AI factories onto edge devices (e.g., gateways, hubs, servers, etc.), vehicles, robots, and others with Agentic AI Mixture of Experts (MoEs) at the edge. This will enable Edge AI models to become personalized for individuals and businesses with recursive self-improvement, ultimately, offering recommendations and predictions that can influence, or effectively make, economic, corporate, medical, and personal decisions. As an example of this type of Agentic AI adaptation at the edge, Mercedes-Benz has incorporated a Liquid AI agentic model that is only 600 MB in size and that, without relying on cloud services at all times, highly personalizes the car’s environment for its driver and passengers with recursive self-improvement.

With VeeaONE, instead of managing networks, organizations manage intelligent business processes and locations. Instead of deploying point products, VeeaONE offers a VeeaCloud-managed platform that is expandable and scalable both horizontally and vertically at one or across thousands of sites. It continuously senses, collects data and creates a data flywheel, as a self-improving feedback loop for real-time fine-tuning of AI models deployed at the edge so they can adjust to new tasks and changing user needs.

VeeaONE platform’s products, applications, and services with a distributed computing architecture, offered as a Platform-as-a-Service capability, empowering companies to capitalize on the transformative potential of Edge AI, where most of the data from smartphones, tablets, laptops, cameras, sensors, and other devices is generated, with data privacy and sovereignty, reliability, low latency for real-time decisions, bandwidth efficiency, scalability, and reduced costs compared to alternatives.

VeeaHub products, about the size of a typical Wi-Fi Access Point, are offered in variety of form factors with different capabilities for indoor and outdoor coverage and are both locally- and cloud-managed. VeeaONE architecture and business model, VeeaHub and third-party devices on VeeaONE platform with Hybrid Edge-Cloud Computing and AI-enabled applications and services.

The VeeaONE platform offers an alternative to cloud computing by enabling the formation of highly secure, but easily accessible, private clouds and networks across one or multiple user(s) or enterprise location(s) across the globe. The benefits include optimal latency, lower data transport costs, data privacy, security and ownership, Edge AI, as well as “always-on” availability for mission critical applications, and contextual awareness for people, devices and things connected to the Internet.

Our products and services have been deployed across multiple countries and industries; however, we are focused on high-growth market segments such as fixed-line or 5G-based fixed wireless broadband access, and subscription-based managed Wi-Fi for unserved and underserved communities. In both cases, broadband or Internet connectivity services are offered with a variety of Edge applications and value-added services, including advanced AI-driven cybersecurity, through Mobile Network Operators, Multiple System Operators, Internet Service Providers and other types of Managed Service Providers. The industrial applications include climate smart buildings, smart farming with precision agriculture, smart warehouses and smart retail as cloud-managed converged private networks.

Gartner recognized the innovativeness and capabilities of the platform by naming the Company a Leading Smart Edge Platform in 2023 and Cool Vendor in Edge Computing in 2021. Market Reports World in its research report published in October 2023 named the Company as one of the top 10 Edge AI solution providers alongside of IBM, Microsoft, Amazon Web Services and others.

Private Veea was founded in 2014 by Allen Salmasi, our Chief Executive Officer and a pioneering wireless technology leader. Mr. Salmasi helped to drive industry transformation through his contributions to the development of CDMA/TDMA-based OmniTRACS, the largest mobile satellite messaging and position reporting system with integrated IoT solutions during the 1980s and 1990s; CDMA-based 2G/3G technologies and products at Qualcomm in 1990s; OFDMA-based 4G technologies and products at NextWave during the 2000s, and hyper-converged edge computing and communications during the 2010s; and beyond with the Company.

The Company has six wholly owned subsidiaries, VeeaSystems Inc., formerly known as Veea Inc. a Delaware corporation, (“Private Veea” or “VeeaSystems”), Veea Solutions Inc., a Delaware corporation, VeeaSystems Development Inc., formerly known as Veea Systems Inc., a Delaware corporation, Veea Systems Ltd., a company organized under the laws of England and Wales, VeeaSystems SAS, a French simplified joint stock company and VeeaSystems CK Inc., a Delaware corporation; and one majority owned subsidiary, VeeaSystems Mexico, S. de R.L. de C.V., a limited capital company organized under the laws of Mexico (“VeeaSystems MX”). VeeaSystems MX is 95% owned by VeeaSystems Inc., and due to local law requirements, the remaining 5% is held by the Company’s CEO. The Company is headquartered in New York City with offices in the United States, Mexico and Europe.

Liquidity

During the three months ended September 30, 2026 and 2025, the Company incurred operating losses of approximately $4.0 million and $4.7 million, respectively. During the nine months ended September 30, 2026 and 2025, the Company incurred operating losses of approximately $16.2 million and $15.3 million, respectively. As of September 30, 2026, the Company had an accumulated deficit of $236.8 million. Since its inception, it has incurred significant operating losses and negative cash flows. As of September 30, 2026, it had cash and restricted cash of approximately $1.6 million and outstanding debt of $17.1 million, of which $1.0 million was outstanding under the Crowdkeep Convertible Notes (as defined below), $1.8 million was outstanding under a note payable with an inventory vendor, $10.6 million was outstanding under the PPL Loan (as defined below) (Note 6), $3.4 million was outstanding under notes payable with a related party, and $0.3 million was outstanding under the White Lion Convertible Note (as defined below) (Note 6).

The Company’s founder has funded operations through related party notes and advances. The Company plans to fund its operations and capital funding needs for the next 12 months with revenue generated from operations, including anticipated revenue generated under the Supply Agreement (as defined below) entered into with Telcel, and using proceeds from related party notes payable and the ATM Agreement (see Note 8). Further, the Company could pursue other equity and debt financing from new or existing investors, including related parties, which may continue to include the Company’s CEO and his affiliates. The Company’s founder will continue to support the Company if it does not secure other equity or debt financing.

In response to deficiency notices received from Nasdaq on September 29, 2025, and to regain compliance with Nasdaq’s requirements for continued listing, the Company transferred the listing of its common stock and publicly traded warrants to the Nasdaq Capital Market, effective at the opening of business on April 9, 2026. Further, the Company implemented a 1-for-20 reverse stock split, effective August 28, 2026 (further discussed below). Based on these actions, Nasdaq determined that the Company had regained compliance with the applicable listing standards.

On June 2, 2026, the Company notified Nasdaq that it no longer met the majority independent directors due to the unexpected passing of Douglas Maine. On June 3, 2026, Nasdaq notified the Company that it was not in compliance with certain Nasdaq corporate governance requirements relating to board independence and composition of the audit committee and compensation committee of the board of directors. The Company subsequently implemented governance changes and appointed additional independent directors to its board committees in order to satisfy the applicable requirements. Based on these actions, Nasdaq determined that the Company had regained compliance with the applicable listing standards. On October 9, 2026, Nasdaq notified the Company that the matter had been resolved and closed.

Reverse Stock-Split

On August 10, 2026, the Board of Directors approved a 1-for-20 reverse stock split of the Company’s issued and outstanding shares of common stock. The reverse stock split became effective on August 28, 2026. As a result of the reverse stock split, every twenty shares of issued and outstanding common stock were automatically combined into one share of common stock. The par value of the Company’s common stock remained unchanged at $0.0001 per share.

Proportionate adjustments were made to the exercise prices and the number of shares underlying the Company’s outstanding stock options, warrants, as well as to the conversion terms of certain convertible securities. In addition, the number of shares authorized for issuance under the Company’s equity incentive plans was proportionately adjusted. Fractional shares resulting from the reverse stock split were rounded up to the nearest whole share.

All share amounts, share prices, exercise prices, conversion prices, and per-share information presented in the accompanying unaudited condensed consolidated financial statements and related notes have been retroactively adjusted, where applicable, to reflect this 1-for-20 reverse stock split for all periods presented.