Filed Pursuant to Rule 424(b)(3)
Registration No. 333-202787
Prospectus Supplement No. 3 dated August 13, 2015
(To Prospectus dated May 12, 2015)
17,949,841 Shares
Common Stock
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This Prospectus Supplement supplements and amends the Prospectus dated May 12, 2015, as amended by Prospectus Supplement No. 1 dated May 15, 2015 and Prospectus Supplement No. 2 dated June 26, 2015 (the “Prospectus”), relating to the resale of up to 17,949,841 outstanding shares of common stock of Iveda Solutions, Inc. (the “Company”) by the selling stockholders identified in the Prospectus.
This Prospectus Supplement is being filed to include the information set forth in our Form 8-K, filed by the Company with the Securities and Exchange Commission on August 13, 2015 (the “Form 8-K”). The Form 8-K is attached hereto.
This Prospectus Supplement is not complete without, and may not be delivered or utilized except in connection with the Prospectus, including any supplements and amendments thereto. This Prospectus Supplement should be read in conjunction with the Prospectus, which is to be delivered with this Prospectus Supplement. This Prospectus Supplement is qualified by reference to the Prospectus, except to the extent that the information in this Prospectus Supplement updates or supersedes the information contained in the Prospectus, including any supplements and amendments thereto.
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See “Risk Factors” beginning on page 5 of the Prospectus to read about factors you should consider before buying shares of our common stock.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of the Prospectus. Any representation to the contrary is a criminal offense.
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The date of this Prospectus Supplement is August 13, 2015
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 7, 2015
IVEDA SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 000-53285 | 20-2222203 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
1201 South Alma School Road, Suite 8500 Mesa, Arizona |
85210 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(480) 307-8700
(Registrant’s Telephone Number, Including Area Code)
(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 (see General Instruction A.2. below):
¨ 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))
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On August 7, 2015 Iveda Solutions, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”) at its executive offices located at 1201 South Alma School Road, Mesa, Arizona 85210. A total of 18,534,189 shares of the Company’s common stock outstanding and entitled to vote were present at the meeting in person or by proxy. The results of the items voted on at the Annual Meeting are as follows:
Proposal 1: Election of Directors
| Director Nominees | Votes For | Votes Against | Votes Withheld | Broker Non-Votes |
| Mr. David Ly | 14,574,849 | 0 | 702,215 | 3,257,125 |
| Mr. James Staudohar | 14,540,574 | 0 | 736,490 | 3,257,125 |
| Mr. Gregory Omi | 14,446,574 | 0 | 830,490 | 3,257,125 |
| Mr. Joseph Farnsworth | 14,378,837 | 0 | 898,227 | 3,257,125 |
| Mr. Robert Gillen | 14,455,849 | 0 | 821,215 | 3,257,125 |
| Mr. Chen-Ho (Alex) Kuo | 14,480,849 | 0 | 796,215 | 3,257,125 |
| Mr. Alejandro Franco | 14,480,849 | 0 | 796,215 | 3,257,125 |
The Company’s directors are elected by a plurality of the votes cast. Accordingly, each of the nominees named above was elected.
|
Proposal 2: Ratification of AWC (CPA) Limited as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 |
Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 18,097,101 | 313,682 | 123,406 | 0 |
The vote required to approve this proposal was the affirmative vote of a majority of shares represented at the meeting. Accordingly, this proposal was approved.
|
Proposal 3: Advisory (non-binding) vote to approve executive compensation, as described in the proxy statement for the Annual Meeting |
Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 14,243,738 | 711,532 | 321,794 | 3,257,125 |
The vote required to approve this proposal was the affirmative vote of a majority of shares represented at the meeting. Accordingly, this proposal was approved.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Effective August 11, 2015, James D. Staudohar, a member of the Board of Directors of Iveda Solutions, Inc. (the "Company"), resigned as a director. There was no disagreement, as defined in 17 CFR 240.3b-7, between the Registrant and Mr. Staudohar at the time of Mr. Staudohar’s resignation from the Board of Directors.
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.
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IVEDA SOLUTIONS, INC. (Registrant) |
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| Date: August 13, 2015 | By: |
/s/ Robert J. Brilon |
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Robert J. Brilon President and Chief Financial Officer |
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