VEEAVEEA INC. · Nasdaq Capital Market
Effective Supply — the real overhang

From what's tradeable today to what's realistically coming. Bigger = more selling pressure ahead.

1.40M
Reported Float
1.85M
Tradeable Now
(estimated float)
▲ data says 1.40Munderstated 32%
2.35M
Effective Supply
10.97M
Fully Diluted
Dilution risk7/10
CONFIDENCE: MEDIUM
HIGHAssessed Sep 2, 2026Trigger: ReassessmentCRITICALVariable-rate convertible / death spiralCRITICALATM capacity vastly oversized relative to float and market cap

Three live at-or-below-market issuance mechanisms sit against a ~1.85M post-split float: (1) White Lion convertible notes with ~$1.11M face converting at 90% of the lowest 10-day VWAP with NO FLOOR — a true death-spiral mechanic that produces ~722,000 post-split shares at $1.71 and MORE as the price falls, equal to ~39% of float; (2) a $4.353M Roth ATM that went live 2026-08-13 and would represent ~2.55M shares at $1.71 — roughly 138% of the entire float — though the baby-shelf cap has likely shrunk to ~$1.77M as the non-affiliate market value fell; (3) a $25M White Lion ELOC priced at 96.5%–98% of VWAP (or the lowest traded price) with a commitment period running to 2027-06-30, drawn as recently as 2026-08-05. Recent activity is relentless: share count rose 23.4% between 2026-05-13 and 2026-08-10, with four White Lion note closings (Jan/Apr/May/Jul 2026), $1.75M of NLabs demand notes in July–August alone, two preferred exchanges, and a June 2026 note conversion plus share issuance to six investors. The one genuinely mitigating factor — and the reason this is a 7 and not a 9 — is that the entire ~3.83M-share warrant book is now DEEP out of the money post-split (weighted-average strike ~$83.20; lowest strike $6.20 vs a $1.71 market, and the NLabs $6.20 warrants are not even exercisable until 2027-01-01), and both preferred series convert at $10.06 and $6.20, well above market, making voluntary conversion economically irrational near term. Warrant and preferred overhang is therefore paper-only at current prices. All of the actionable risk is concentrated in the floating convert and the at-market equity facilities.

Share Structure

Float to Fully Diluted Breakdown

LIKELY STALE

Reported float from Insight Sentry reported_float was NULL. Baseline substituted: 424B5 filed 2026-08-13 states 36,959,400 shares (59.4%) of 62,214,156 held by non-affiliates as of 2026-08-11, aggregate non-affiliate market value $13,061,451 at $0.3534/share — this is a PRE-SPLIT number.. Adjusted based on SEC filing analysis.

Float Discrepancy: our SEC analysis shows 1.85M vs 1.40M reported — understated 32%

Insight Sentry returned NO float number at all (reported_float: null) and its shares_outstanding of 3,110,707.78 is simply 62,214,156 / 20 — i.e. the feed has correctly applied the 1-for-20 split factor to the 2026-08-10 XBRL cover-page count but has captured ZERO post-2026-08-10 issuance. Data services will be missing: (1) any ATM sales through Roth since 2026-08-13, (2) White Lion ELOC settlemen...

Reported Float1.40M12.8%
Convertible Notes2.25M20.5%
White Lion Notes — Third Closing (2026-05-18) and Fourth Closing (2026-07-10) unsecured convertible promissory notes under the 2026-01-14 Note Purchase Agreement. VARIABLE RATE / NO FLOOR.
Conv. Price: floating_discount
Est. Shares: ~722K (agent-computed)
All outstanding convertible notes in aggregate, as disclosed by the issuer
Conv. Price: floating_discount
Est. Shares: ~422K (agent-computed)
Crowdkeep Convertible Notes (related party, issued 2025-04-17 and 2025-05-13), 8% interest, matured 2026-04-17 / 2026-05-13
Conv. Price: fixed
Est. Shares: ~10K (agent-computed)
NLabs Inc. Demand Promissory Notes (2026-07-30 $500k, 2026-07-31 $100k, 2026-08-26 $450k/$450k/$250k), 10% interest, due earlier of 2026-12-31 or demand — NOT stated to be convertible, but NLabs has converted every prior note into equity/preferred
Conv. Price: unknown
Est. Shares: ~1.01M (estimate)
September 2024 Notes — CONVERTED 2026-06-08 into 1,891,388 pre-split shares (94,569 post-split) at $0.4401. No longer outstanding.
Conv. Price: fixed
Est. Shares: ~85K (fixed)
Warrants7.27M66.3%
common1.68M shares at $10.06
common667K shares at $6.2
common462K shares at $22
common319K shares at $230
placement_agent313K shares at $230
common8K shares at $203.8
common0 shares
common3.83M shares at $83.2
Options / RSUs415K3.8%
Stock Options415K shares
≈ Estimated Actual Float

Reported float + filing adjustments

1.85M

MEDIUM confidence

Pending Shares as % of Float414%

Registered and convertible shares that could enter the float relative to current float size.

Fully Diluted10.97M100%

Share estimates are approximate. Convertible share counts based on current price. Review SEC filings for exact terms.

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Dilution profile
Reverse splits
  • 1-for-20·Aug 28, 2026this month
Active mechanisms
  • White Lion Capital floating-rate convertible notes — ~$1,111,112 face outstanding, conversion at the LESSER of $15.00 post-split and 90% of the lowest VWAP over the prior 10 consecutive trading days, no floor price disclosed
  • White Lion Capital $25.0M ELOC — pricing at 96.5% of 3-day VWAP, 98% of same-day VWAP, or the lowest traded price on the purchase date; 4.99% ownership cap and 19.99% aggregate exchange cap; commitment period extended to 2027-06-30; purchase notice delivered 2026-08-05
  • Roth Capital Partners ATM — $4,353,000 launched 2026-08-13, 3.0% commission, terminable on 5 days' notice; shares immediately free-trading; usable capacity constrained by the baby-shelf one-third test
  • Form S-3 shelf 333-297083 — $75.0M nominal, effective 2026-07-01
  • NLabs Inc. related-party demand notes — $1,750,000 issued July–August 2026; every prior NLabs note has ultimately been settled in equity or convertible preferred rather than cash
  • Series A Preferred (2,107,356 post-split as-converted) and Series A-1 Preferred (666,598 post-split as-converted) with registration rights on the underlying common

Market Data

Price

$1.73

Market Cap

$5.38M

Outstanding

3.11M

Float

1.40M

Avg Volume

296.2K

Exchange: NASDAQ|Source: Insight Sentry