SecProbe.io

CORRESP
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filename1.htm

VIA
EDGAR

September
27, 2024

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
D.C. 20549

    Attn:
    Laura
    Pierce

    Janet
    Woo

    Re:
    Iveda
    Solutions, Inc.

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    September 19, 2024

    File
    No. 001-41345

To
Whom It May Concern:

Iveda
Solutions, Inc.. (the “Company” or “we”) hereby transmits its response to the comment letter received from the
staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated September 25, 2024 regarding the Company’s
Preliminary Proxy Statement filed on September 19, 2024 (the “Preliminary Proxy”). For the Staff’s convenience, we
have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response.

Preliminary
Proxy Statement on Schedule 14A filed September 19, 2024

Proposal 4, page 21

    1.
    We
    note your disclosure that the purpose of increasing the number of authorized shares of your capital stock is to give you greater
    flexibility for “future general corporate needs.” We also note that the security issuance contemplated in Proposal 5
    would not be possible without increasing the number of authorized shares. Please revise to disclose whether this proposal is being
    put forth in order to facilitate the issuance of securities pursuant to the Securities Purchase Agreement.

There
is no requirement in the Securities Purchase Agreement or any of the other transaction documents for the Company to increase the number
of authorized shares. As a result of the Company’s recent reverse stock split, in which it reduced its corresponding number of
authorized shares of common stock, the Company is seeking approval to increase the number of authorized shares for future issuances.
The Company currently has enough authorized shares to complete the issuance of all securities in the transaction and as set forth in
Proposal 5. Specifically, as of the date hereof, the Company’s current available shares of common stock is as follows:

    Shares of
    Common Stock

    Authorized
    4,687,500

    Outstanding
    2,258,737

    Outstanding Options
    146,156

    Outstanding Warrants Prior to Transaction
    585,197

    Pre-funded Warrants
    400,000

    Series A Warrants
    625,000

    Series B Warrants
    625,000

    Underwriter Warrants
    46,875

    Shares Available
    535

U.S.
Securities & Exchange Commission

September
27, 2024

Page
2

General

    2.
    Your
    disclosure on the cover regarding the securities to be issued in Proposal 5 is not consistent with the number of securities disclosed
    on page 23. Please revise to provide consistent disclosure regarding the number and class of securities to be issued.

The
Company will revise the disclosure on page 23 of the Preliminary Proxy to read as follows:

Overview

We
are asking stockholders to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of: (i) 625,0005,000,000
Series A Common Stock Purchase Warrants; (ii) 625,0005,000,000 Series
B Common Stock Purchase Warrants; (iii) up to 625,0005,000,000 shares of Company common
stock upon the exercise of Series A warrants; (iv) and up to 625,0005,000,000
shares of Company common stock upon the exercise of Series B warrants issued on September 6, 2024, subject to shareholder approval
(the “Nasdaq Approval”).

    3.
    We
    note that if all of the shares underlying warrants are issued, the institutional investor will control a majority of your voting
    power. Please revise to disclose the change in control that may result from approval of the security issuance. Please identify the
    institutional investor and provide more prominent disclosure about dilution to other shareholders. In addition, please disclose Nasdaq
    Listing Rules 5635(b) as additional grounds requiring you to obtain shareholder approval for the security issuance.

Each
of the warrants that the institutional investor was issued contains a Beneficial Ownership Limitation provision that limits the number
of warrants the investor may exercise such that the investor could never own in excess of 9.99% of the number of the Company’s
outstanding shares of Common Stock following such exercise. Accordingly, there can be no change of control as a result of the investor’s
exercise of warrants and Nasdaq Listing Rules 5635(b) is inapplicable.

U.S.
Securities & Exchange Commission

September
27, 2024

Page
3

We
thank the Staff for its review of the foregoing and the Preliminary Proxy. If you have further comments, please feel free to contact
our counsel at pcampitiello@mccarter.com or by telephone at (732) 867-9741.

    Very
    truly yours,

    IVEDA
    SOLUTIONS INC.

    By:
    /s/
    David Ly

    Name:
     David Ly

    Title:
     Chief Executive Officer