Iveda Solutions, Inc. — Prospectus 2015

Aug 13, 2015

424B3 1 v418073_424b3.htm 424B3

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

---

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.

---

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.

---

The date of this Prospectus Supplement is August 13, 2015

Field: Page; Sequence: 1

Field: /Page

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))

Field: Page; Sequence: 2

Field: /Page

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 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 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.

Field: Page; Sequence: 3

Field: /Page

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.

/s/ Robert J. Brilon
Robert J. Brilon President and Chief Financial Officer

Field: Page; Sequence: 4; Options: Last

Field: /Page