UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrantx
☒

Filed by a Party other than the Registrant¨ ☐

Check the appropriate box:

IVEDA SOLUTIONS, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Feefiling fee (Check the appropriate box):

xNo fee required.

¨Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

¨           Fee paid previously with preliminary materials.
¨Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously.

Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Copies to:

Peter Campitiello, Esq.

McCarter & English, LLP

Two Tower Center Boulevard

East Brunswick, NJ 08816

Tel: 723-867-9741

Fax: 732.393.1901

IVEDA SOLUTIONS, INC.

1744 S. Val Vista Drive

Suite 213, Mesa AZ 85204

December 21, 2021

To Our Stockholders:

On behalf of the Board of Directors of Iveda Solutions, Inc., I cordially invite you to attend a Special Meeting of Stockholders to be held on January 21, at 3:00 p.m., Mountain Time, at 460 S. Greenfield Road, Suite 5, Mesa AZ 85206.

At this special meeting you will be asked to: (i) approve a proposal to amend our Articles of Incorporation to: increase the number of our authorized shares common stock, par value $0.00001 per share (the “Common Stock”) from 100,000,000 shares to 300,000,000 shares (“Proposal 1”); (ii) approve a proposal for the adjournment of the Special Meeting to solicit additional proxies, if there are insufficient proxies at the Special Meeting to approve Proposal 1 (“Proposal 2:); and (iii) transact such other business as may properly come before the Special Meeting, including to consider any procedural matters incident to the conduct of the Special Meeting, such as the postponement of the Special Meeting in order to solicit additional proxies to vote in favor of the matters presented at the Special Meeting. The accompanying Notice of Meeting and Proxy Statement describe these matters. We urge you to read this information carefully.

Our Board of Directors unanimously recommends that you vote “FOR” Proposal 1.

REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE SPECIAL MEETING, I URGE YOU TO VOTE BY COMPLETING AND RETURNING YOUR PROXY CARD AS SOON AS POSSIBLE. YOUR VOTE IS IMPORTANT AND WILL BE GREATLY APPRECIATED. RETURNING YOUR PROXY CARD WILL ENSURE THAT YOUR VOTE IS COUNTED IF YOU LATER DECIDE NOT TO ATTEND THE SPECIAL MEETING.

IVEDA SOLUTIONS, INC.

Notice of Special Meeting of Stockholders

To Be Held on January 21, 2022

To Our Stockholders:

NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders (the “Special Meeting”), of Iveda Solutions, Inc. (the “Company” or “Iveda Solutions”) will be held on January 21, at 3:00 p.m., Mountain Time, at 460 S. Greenfield Road, Suite 5, Mesa AZ 85206.

1. To approve a proposal to amend our Articles of Incorporation to increase the number of our authorized shares of common stock, par value $0.00001 per share (the “Common Stock”) from 100,000,000 shares to 300,000,000 shares (Proposal 1);

2. To approve a proposal for the adjournment of the Special Meeting to solicit additional proxies, if there are insufficient proxies at the Special Meeting to approve Proposal 1 (Proposal 2); and

3. To transact such other business as may properly come before the Special Meeting, including to consider any procedural matters incident to the conduct of the Special Meeting, such as the postponement of the Special Meeting in order to solicit additional proxies to vote in favor of the matters presented at the Special Meeting.

All shareholders are cordially invited to attend the Special Meeting. Please note that you will be asked to present the admission ticket attached to the accompanying proxy card, plus proof that you are a shareholder of the Company, as well as valid picture identification, such as a driver’s license or passport, in order to attend the Special Meeting. The use of cameras, recording devices and other electronic devices will be prohibited at the Special Meeting.

You are requested to sign, date and return the enclosed proxy card promptly, whether or not you plan to attend the Special Meeting, and regardless of the number of shares of Common Stock you own.. Any shareholder of record who submits a proxy card retains the right to revoke such proxy card by: (i) submitting a written notice of such revocation to the President of the Company so that it is received no later than 5:00 p.m. (New York City time) on January 20, 2022; (ii) submitting a duly signed proxy card bearing a later date than the previously signed and dated proxy card to the President of the Company so that it is received no later than 5:00 p.m. (New York City time) on January 20, 2022; or (iii) attending the Special Meeting and voting in person thereat the shares represented by such proxy card. Attendance at the Special Meeting will not, in and of itself, constitute revocation of a completed, signed and dated proxy card previously returned. All such later-dated proxy cards or written notices revoking a proxy card should be sent to Iveda Solutions, Inc., 1744 S. Val Vista Drive, Suite 213, Mesa AZ 85204. If you hold shares in street name, you must contact the firm that holds your shares to change or revoke any prior voting instructions.

Please carefully read the enclosed Proxy Statement, which explains the proposals to be considered by you and acted upon at the Special Meeting.

The Company’s Board of Directors (the “Board of Directors”) has fixed the close of business on December 6, 2021, as the record date for the determination of holders of record of the Company’s common stock entitled to notice of, and to vote at, the Special Meeting. A list of shareholders of record of the Company as of the record date will remain open for inspection during the Special Meeting until the closing of the polls thereat.

Whether or not you plan to attend the Special Meeting, we hope you will vote as soon as possible. You may vote over the Internet, as well as by telephone or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card. Please review the instructions on each of your voting options described in this proxy statement as well as in the Notice you received in the mail.

December 21, 2021

IVEDA SOLUTIONS, INC.

1744 S. Val Vista Drive, Ste. 213

Mesa AZ 85204

PROXY STATEMENT

IVEDA SOLUTIONS, INC.

SPECIAL MEETING OF STOCKHOLDERS

NoticeTO BE HELD ON January 21, 2022

Proxy Solicitation and General Information

This Proxy Statement and the enclosed form of Annual Meetingproxy card (the “Proxy Card”) are being furnished to the holders of Stockholders

to be held on August 7, 2015

The 2015 Annual Meeting of Stockholders (the “Annual Meeting”)common stock, par value $0.00001 per share, of Iveda Solutions, Inc., a Nevada corporation (the “Company,(which is sometimes referred to in this Proxy Statement as “Iveda Solutions, Inc.,” “Iveda Solutions,” “Iveda,the “Company,” “we,” “our,”“us” or “us”), will be held at the offices of the Company located at 1201 S. Alma School Rd., Suite 4400, Mesa, Arizona 85210 on August 7, 2015, at 10:00 a.m. local time, for the following purposes:

These items of business are more fully described in the Proxy Statement accompanying this Notice.

Our Board of Directors recommends that you vote “FOR” the election of each of the seven nominees set forth in Proposal 1 and “FOR” Proposals 2 and 3. The record date for the Annual Meeting is Friday, June 12, 2015. Only stockholders who owned Iveda’s common stock and Series A Preferred Stock as of the close of business on June 12, 2015 are entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.

Your vote is important and all stockholders are cordially invited to attend the Annual Meeting and vote in person. Whether or not you expect to attend the Annual Meeting in person, you are urged to vote by proxy as soon as possible over the Internet as instructed in the Notice of Internet Availability of Proxy Materials or, if you receive paper copies of the proxy materials by mail, you can also vote by telephone or by mail by following the applicable instructions on the proxy card. If you attend the Annual Meeting, you may revoke the proxy and vote personally on all matters brought before the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting of Stockholders to Be Held on August 7, 2015:

The Proxy Statement and our Annual Report to Stockholders are available electronically at www.iveda.com/proxy.

June 26, 2015

Mesa, Arizona

IVEDA SOLUTIONS, INC.

1201 S. Alma School Rd., Suite 8500

Mesa, Arizona 85210

(408) 307-8700

PROXY STATEMENT

for

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 7, 2015

INTRODUCTION

General

This Proxy Statement is being furnished to the stockholders of Iveda Solutions, Inc., a Nevada corporation (the “Company,” “Iveda Solutions,” “Iveda,” “we,” “our,” or “us”“our”), in connection with the solicitation of proxies by the Company’s boardour Board of directors (the “Board of Directors”) from holders of the Company’s common stock, $0.00001 par value, and holders of the Company’s Series A Preferred Stock, $0.00001 par value, to be votedDirectors for use at the Company’s 2015 AnnualSpecial Meeting of Stockholders to be held on January 21, 2022, at the offices of the Company, located3:00 p.m., at 1201460 S. Alma School Rd.,Greenfield Road, Suite 8500,5, Mesa Arizona 85210 on August 7, 2015,AZ 85206, and at 10:00 a.m. local timeany adjournments or postponements thereof (the “Annual“Special Meeting”). This Proxy Statement and the accompanying Notice of Special Meeting of Shareholders and proxy will be first sent or given on or about December 23, 2021.

At the AnnualSpecial Meeting, stockholders will be askedasked:

1. To approve a proposal to (i) elect seven (7) membersamend our Articles of Incorporation to increase the Boardnumber of Directors, each for a one (1) year termour authorized shares of common stock, par value $0.00001 per share (the “Common Stock”) from 100,000,000 shares to serve until the next annual meeting or until their respective successors are duly elected or appointed and qualified300,000,000 shares (Proposal 1); (ii) ratify the appointment of AWC (CPA) Limited as the independent registered public accounting firm

2. To approve a proposal for the Company foradjournment of the fiscal year ending December 31, 2015Special Meeting to solicit additional proxies, if there are insufficient proxies at the Special Meeting to approve Proposal 1 (Proposal 2); and (iii) hold a non-binding advisory vote to approve the compensation of our named executive officers for fiscal 2014 (Proposal 3).

The complete mailing address3. To transact such other business as may properly come before the Special Meeting, including to consider any procedural matters incident to the conduct of the Company is 1201 S. Alma School Rd., Suite 8500, Mesa, Arizona 85210.

These proxy solicitation materials were first released on or about June 26, 2015Special Meeting, such as the postponement of the Special Meeting in order to all stockholders entitledsolicit additional proxies to vote in favor of the matters presented at the AnnualSpecial Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on August 7, 2015.

These proxy materials, which include the notice of Annual Meeting, this Proxy Statement, and our 2014 Annual Report for the fiscal year ended December 31, 2014, are available at www.iveda.com/proxy.

Record Date; Stockholders Entitled to Vote

The Board of Directors has fixed the close of business on June 12, 2015December 6, 2021 as the record date (the “Record Date”) for determining whichthe determination of stockholders are entitled to notice of and to vote at the AnnualSpecial Meeting. Accordingly, only holders of record of common stock and Series A Preferred Stock at the close of business on the Record Date will be entitled to notice of and to vote at the Annual Meeting.

Voting Securities; How to Vote

On the Record Date, there were 27,451,690 shares of common stock outstanding and 4,003,592 shares of Series A Preferred Stock outstanding. The holders of Series A Preferred Stock vote with the holders of common stock on an as-converted to common stock basis (subject to the issuance limitation). As of the Record Date, without giving effect to the issuance limitation, each share of Series A Preferred Stock was convertible into approximately 1.031 fully paid and nonassessable shares of common stock (or an aggregate of 4,127,382 shares of common stock), subject to certain limitations and adjustments as more fully described in Note 8 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Each such stockholder voting at the Annual Meeting, either in person or by proxy, will be entitled to one vote for each share of common stock held (or deemed held on an as-converted basis) on all matters to be voted on atcome before the Annual Meeting.

If, on June 12, 2015, your shares were registered directly in your name with our transfer agent, First American Stock Transfer, Inc., then you are a stockholder of record. As a stockholder of record, youSpecial Meeting and may vote in person at the Annual Meeting. Alternatively, you may voteor by proxy over the Internet as instructed above or, if you receive paper copies of the proxy materials by mail, by using the accompanying proxy card or by telephone. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy over the Internet as instructedauthorized in the Notice of Internet Availability of Proxy Materials or, if you receive paper copies of the proxy materials by mail, by filling out and returning the enclosed proxy card or by telephone as instructed on the enclosed proxy card to ensure your vote is counted. Even if you have submitted a proxy before the Annual Meeting, you may still attend the Annual Meeting and vote in person.writing.

Solicitation of Proxies. The enclosed proxy is solicited by and on behalf of the Board, with the cost of solicitation borne by the Company. Solicitation may also be made by directors and officers of the Company without additional compensation for such services. In addition to mailing proxy materials, the directors, officers and employees may solicit proxies in person, by telephone or otherwise.

The Company has also retained Alliance Advisors LLC to assist it in the solicitation of proxies. Alliance Advisors LLC will solicit proxies on behalf of the Company from individuals, brokers, bank nominees and other institutional holders in the same manner described above. Alliance Advisors LLC will receive a fee of approximately $15,000, plus approved and reasonable out of pocket expenses, for its services to the Company for the solicitation of the proxies. The Company has also agreed to indemnify Alliance Advisors LLC against certain claims.

Proxies and Voting

Stockholders are requested to complete, sign, date and promptly return the enclosed Proxy Card in the enclosed envelope. Proxy Cards which are not revoked will be voted at the Special Meeting in accordance with instructions contained therein. The amendment to the Company’s Articles of Incorporation to increase the Company’s authorized shares of Common Stock (Proposal 1) requires the affirmative vote of a majority of the Company’s outstanding shares of voting stock. Broker non-votes and abstentions will not count as affirmative votes. If on June 12, 2015, your shares werea Proxy Card is signed and returned without instruction, the Shares will be voted against Proposal 1 and Proposal 2.

Voting

Most beneficial owners whose stock is held in an account at a brokerage firm,street name do not receive the Proxy Card. Instead, they receive voting instruction forms or proxy ballots from their bank, or similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker bank, or other nominee on how to vote the shares in your account. You should have received voting instructions with these proxy materials from that organization rather than from us. Youagent. Beneficial owners should follow the instructions provided by that organization to submit your proxy. You are also invited to attendon the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you obtain a “legal proxy”voter instruction form or proxy ballot they receive from thetheir bank, broker bank, or other nominee that holds your shares giving you the right to vote the shares at the Annual Meeting.agent.

Our Board of Directors has selected David Ly and Luz Berg and each of them, to serve as “Proxyholders” for the Special Meeting. Proxy Cards which are not revoked will be voted at the Special Meeting in accordance with instructions contained therein.

Revocation of Proxy

A stockholder who so desires may revoke its previously submitted Proxy Card at any time before it is voted at the Meeting by: (i) delivering written notice to us at Iveda Solutions, Inc., 1744 S. Val Vista Drive, Suite 213, Mesa, AZ 85204, c/o Secretary; (ii) duly executing and delivering a Proxy Card bearing a later date; or (iii) casting a ballot at the Special Meeting. Attendance at the Special Meeting will not in and of itself constitute a revocation of a proxy.

Voting on Other Matters

The Board of Directors knows of no other matters that are to be brought before the Special Meeting other than as set forth in the Notice of Meeting. If any other matters properly come before the Special Meeting, the persons named in the enclosed Proxy Card or their substitutes will vote in accordance with their best judgment on such matters.

Record Date; Shares Outstanding and Entitled to Vote

Only stockholders as of the close of business on December 6, 2021 (the “Record Date”) are entitled to notice of and to vote at the Special Meeting. As of December 6, 2021, there were 76,292,100 shares of our Common Stock outstanding and each entitled to one vote, per each share entitled to vote, and there were no shares of our preferred stock, par value $0.00001 per share (the “Preferred Stock”) outstanding and entitled to vote. See “Beneficial Ownership of Company Common Stock By Directors, Officers and Principal Stockholders” for information regarding the beneficial ownership of our common stock by our directors, executive officers and stockholders known to us to beneficially own 5% or more of our common stock.

Quorum; Required Vote; Broker Non-Votes and AbstentionsVotes

The presence at the Special Meeting, in person or by duly authorized proxy, of the holders of a majority of the total number of sharesoutstanding votes entitled to vote at the Annual Meeting, or 15,789,537 shares of common stock, including shares of Series A Preferred Stock voting on an as converted to common stock basis, is necessary to constituteconstitutes a quorum for the transaction of business at the Annualthis Meeting.

Assuming the existence of a quorum, the seven nominees receiving the most “for” votes of our shares present in person or by proxy at the Annual Meeting and entitled to vote will be elected directors. Nevada corporate law provides that directors are elected by a plurality of the votes cast by the stockholders who are entitled to vote and are present in person or represented by proxy at the meeting. In other words, the seven nominees receiving the most votes, even if less than a majority of the shares cast, will be elected to the Board of Directors. Abstentions and broker non-votes“broker non-votes” are counted as present for purposes of determining whether a quorum exists atexists. A “broker non-vote” occurs when a nominee such as a bank, broker or other agent holding shares for a beneficial owner does not vote on a particular proposal because the Annual Meeting, but arenominee does not counted and have no effect on the determination of whether a plurality existsdiscretionary voting power with respect to that proposal and has not received voting instructions from the beneficial owner.

Nominees may have such discretion to vote absent instructions with respect to certain “routine” matters, but not with respect to matters that are considered “non-routine,” such as the amendment of a given nominee.charter to increase the number of authorized shares or a proposal considered to be related to a non-routine matter. Accordingly, without voting instructions from you, your broker will not be able to vote your shares on Proposals 1 or 2.

Stockholders are not entitled

Each share of Common Stock entitles the holder to cumulate votes in the election of directors.one vote on each matter presented for stockholder action. The affirmative vote of a majority of the votesCompany’s outstanding voting capital stock is necessary for the amendment to the Company’s Articles of Incorporation to increase the Company’s authorized Capital Stock (Proposal 1). The affirmative vote of a majority vote of the shares cast will beaffirmatively or negatively for this proposal is required to ratifyapprove the appointmentadjournment of AWC (CPA) Limited as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2015. The advisory vote on the compensationSpecial Meeting, if necessary, to solicit additional proxies in favor of our named executive officers for fiscal 2014 (“say-on-pay”) is non-binding, but the Board of Directors will consider the input of stockholders based on a majority of votes cast for the say-on-pay proposal.Proposal 1 (Proposal 2).

Brokers, banks, or other nominees that hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion if permitted by the stock exchange or other organization of which they are members. Brokers, banks, and other nominees are permitted to vote the beneficial owner’s proxy in their own discretion as to certain “routine” proposals when they have not received instructions from the beneficial owner, such as the ratification of the appointment of AWC (CPA) Limited as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2015. If a broker, bank, or other nominee votes such “uninstructed” shares for or against a “routine” proposal, those sharesAn abstention will be counted towards determining whether orestablishing quorum, but will not be voted on with respect to Proposal 1. Therefore, if a quorum is present, and are considered entitled toabstentions will have the same effect as a vote “AGAINST” Proposal 1. An abstention will have no effect on the “routine” proposals. However, where a proposal is not “routine,” a broker, bank, or other nominee is not permitted to exercise its voting discretion on that proposal without specific instructions from the beneficial owner. These non-voted shares are referred to as “broker non-votes” when the nominee has voted on other non-routine matters with authorization or voted on routine matters. These shares will be counted towards determining whether or not a quorum is present, but will not be considered entitled to vote on the “non-routine” proposals.Proposal 2.

Abstentions andA broker non-votes do not represent votes cast “for” or “against”non-vote will have the same effect as a proposalvote against Proposal 1 and will have no effect on Proposal 2.

An inspector of elections appointed by Iveda Solutions will tabulate votes at the electionSpecial Meeting.

Proxy Solicitation; Expenses

Iveda Solutions will bear the costs of the solicitation of proxies for the Special Meeting. In addition to the mailing of these proxy materials, we have retained Alliance Advisors, a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $15,000, plus out-of-pocket expenses. Our directors, officers and employees may solicit proxies from stockholders by mail, telephone, telegram, e-mail, personal interview or otherwise. Such directors, officers and employees will not receive additional compensation but may be reimbursed for out-of-pocket expenses in connection with such solicitation. Brokers, nominees, fiduciaries and other custodians have been requested to forward soliciting material to the say-on-pay proposal,beneficial owners of our common stock held of record by them and such parties will be reimbursed for their reasonable expenses.

Voting Confidentiality

Proxy Cards, ballots and voting tabulations are handled on a confidential basis to protect your voting privacy. This information will not be disclosed to unrelated third parties except as required by law.

Appraisal Rights

Stockholders will have no rights of appraisal under the Nevada Revised Statutes in connection with the proposals to be considered at the Special Meeting.

If you have additional questions, need assistance in submitting your proxy or voting your shares of our Common Stock, or need additional copies of the Proxy Statement or the enclosed proxy card, please contact Alliance Advisors LLC.

Alliance Advisors LLC

200 Broadacres Drive, 3^rd Floor, Bloomfield, NJ 07003

Toll-Free: 833.970.2876

E-mail: IVDA@allianceadvisors.com

IT IS DESIRABLE THAT AS LARGE A PROPORTION AS POSSIBLE OF THE STOCKHOLDERS’ INTERESTS BE REPRESENTED AT THE MEETING. THEREFORE, EVEN IF YOU INTEND TO BE PRESENT AT THE SPECIAL MEETING, PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD TO ENSURE THAT YOUR STOCK WILL BE REPRESENTED. IF YOU ARE PRESENT AT THE MEETING AND DESIRE TO DO SO, YOU MAY WITHDRAW YOUR PROXY CARD AND VOTE IN PERSON BY GIVING WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY. YOUR PRESENCE AT THE SPECIAL MEETING WILL NOT AUTOMATICALLY REVOKE YOUR PROXY CARD. PLEASE RETURN YOUR EXECUTED PROXY CARD PROMPTLY.

PROPOSAL 1

APPROVE AN AMENDMENT TO OUR ARTICLES OF INCORPORATION TO INCREASE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK

At the Special Meeting, we will ask our stockholders to approve a proposal to ratifyamend our Articles of Incorporation to increase the appointmentnumber of AWC (CPA) Limitedauthorized shares of Common Stock (the “Amendment” or the “Share Increase”) in the form attached hereto as Annex “A”. On or about December 3, 2021, the independent registered public accounting firmBoard of Directors approved a proposal to amend the Company’s Articles of Incorporation to increase the number of authorized shares of our Capital Stock from 100,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock to 310,000,000 shares comprised of 300,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.00001 per share (the “Preferred Stock”). On December 6, 2021, there were approximately 76,292,100 shares of our Common Stock issued and outstanding. Accordingly, approximately 23,707,900 shares of the total number of common stock currently authorized remain available for issuance or may be reserved for issuance prior to any amendment to increase the authorized shares of capital stock.

Background and Reasons for the CompanyShare Increase

Our Articles of Incorporation currently authorize the issuance of up to 100,000,000 shares of Common Stock. As of the close of business on December 6, 2021, there were approximately 76,292,100 shares of Common Stock issued and outstanding, leaving a balance of approximately 23,707,900 shares of Common Stock available for issuance. In addition, no shares of Preferred Stock are issued and outstanding leaving a balance of 10,000,000 shares that are authorized but unissued. There are currently no shares of Preferred Stock reserved for issuance.

If the fiscal year ending December 31, 2015,Share Increase is approved by shareholders, upon its effectiveness we will have a total of 300,000,000 authorized shares of Common Stock, with approximately 76,292,100 shares of Common Stock issued and outstanding as each such proposal is determined by reference toof the votes actually cast bydate of the Proxy Statement, and approximately no shares presentreserved for issuance, leaving a balance of approximately 23,707,900 shares of Common Stock authorized and any specific purpose. We will have no shares of Preferred Stock issued and outstanding as of the Record Date, leaving a balance of 10,000,000 shares of Preferred Stock authorized and unissued and not reserved for any specific purpose. The Board of Directors recommends that shareholders approve the Share Increase. Adoption of the amendment requires that a majority of the Company’s outstanding shares vote in person or by proxyfavor of the amendment at the meeting and entitled to vote.Special Meeting.

VotingPurpose of Proxiesthe Amendment

The Board of Directors believes it is solicitingin the proxy for use at the Annual Meeting and any adjournments or postponements thereof. The proxy holders will not vote the proxy at any other meeting. All proxies that are properly executed, received bybest interest of the Company prior to or atincrease the Annual Meeting, and not properly revoked by the stockholdernumber of authorized shares of our capital stock in accordance with the instructions below, will be voted at the Annual Meeting or any adjournments or postponements thereof as directed in the proxy. If a signed proxy is received but no instructions are indicated, the shares will be voted as follows:

Revocability of Proxies

Any person giving a proxy may revoke the proxy at any time before its use as follows:

Attendance at the Annual Meeting without taking one of the foregoing measures will not constitute a revocation of a proxy.

Any written notice revoking a proxy should be sentorder to Iveda, 1201 S. Alma School Rd., Suite 8500, Mesa, Arizona 85210, Attention: Secretary, or hand delivered to the corporate secretary at the Annual Meeting, at or before the taking of the vote.

Solicitation of Proxies

We will bear the cost of preparing, printing, and mailing this Proxy Statement and of the solicitation of proxies by the Board of Directors. Solicitation will be made by mail and, in addition, may be made by our directors, officers, and employees personally, or by telephone, facsimile, or e-mail. None of those persons will be compensated for soliciting proxies. We will request brokers, custodians, nominees, and other like parties to forward copies of proxy materials to the beneficial owners of the shares and will reimburse such parties for their reasonable and customary charges or expenses in this regard.

Annual Report and Other Matters

Our 2014 Annual Report, which was made available to stockholders with or preceding this Proxy Statement, contains financial and other information aboutgive the Company greater flexibility in considering and planning for future general corporate needs, including, but is not incorporated by reference into this Proxy Statement and is notlimited to, be considered a part of these proxy materials or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Securities Exchange Act of 1934,stock dividends, grants under equity compensation plans, stock splits, financings, potential strategic transactions, as amended (the “Exchange Act”). The information contained in the “Audit Committee Report” shall not be deemed “filed” with the SEC or subject to Regulations 14A or 14C or to the liabilities of Section 18 of the Exchange Act.

A stockholder also may obtain a copy of our Annual Report on Form 10-K at no charge, or a copy of exhibits thereto for a reasonable charge, by writing to Iveda, 1201 S. Alma School Rd., Suite 8500, Mesa, Arizona 85210.

PROPOSAL 1

ELECTION OF DIRECTORS

General

The Company’s Bylaws provide that the Company’s Board of Directors shall consist of not less than one and not more than 13 members, each of whom serves a one-year term until the next annual meeting or until their respective successor is duly elected or appointed and qualified. The number of directors currently is fixed at seven.

Unless otherwise instructed, the persons named in the proxy to vote the shares represented by each properly executed proxy will vote the proxies received by them for the election of the nominees named below. All of the nominees currently are directors of the Company.well as other general corporate transactions. The Board of Directors believes that the nomineesadditional authorized shares of capital stock will stand for election and will serve if elected as directors. However, if any of the persons nominated by the Board of Directors fails to stand for election or is unable to accept election, the proxies will be voted for the election of such other persons as the Board of Directors may recommend.

Information Regarding Nominees

The following table sets forth certain information about the director nominees

There are no family relationships among any of our executive officers and directors.

Recommendation of the Board of Directors

The Board of Directors urges the stockholders to vote “FOR” each of Messrs. Farnsworth, Franco, Gillen, Kuo, Ly, Omi, and Staudohar.

CORPORATE GOVERNANCE

Committees

The Board of Directors has appointed an Audit Committee, Compensation Committee, and Nominations and Corporate Governance Committee. The following table summarizes our committee membership.

(1) Chairman

Audit Committee.The Audit Committee was established on February 18, 2010 and operates pursuant to the Audit Committee Charter. The Audit Committee held four meetings during the last fiscal year. The Audit Committee is responsible for overseeing the accounting and financial reporting processes ofenable the Company to take timely advantage of market conditions and audits of the financial statements of the Companyfavorable financing and providing assistanceacquisition opportunities that become available to the Board of Directors in monitoring (1) the integrity of the Company’s financial statements, (2) the Company’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, and (4) the performance of the Company’s internal audit function, if any, and independent auditor. The members of the Audit Committee are Messrs. Staudohar (Chairman), Farnsworth, and Gillen, each of whom is an independent director of the Company. The Board of Directors has determined that Mr. Staudohar is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K promulgated by the Securities and Exchange Commission. The Board of Directors’ conclusion regarding the qualifications of Mr. Staudohar as an audit committee financial expert was based on his service as chief financial officer of numerous companies in various industries, his experience as a certified public accountant, and his degree in accounting.

Compensation Committee.The Compensation Committee was established on February 18, 2010 and operates pursuant to the Compensation Committee Charter. The Compensation Committee did not hold any meetings during the last fiscal year. The Compensation Committee is responsible for (1) setting base compensation for all executive-level employees, (2) approving bonus plans for executive-level employees, (3) authorizing issuance of Company stock options and/or warrants, (4) reviewing and making recommendations to the Board of Directors regarding bonus plans for non-executive level employees, and (5) making recommendations to the Board of Directors regarding the Company’s profit-sharing plans. Any compensation decisions regarding members of the Compensation Committee are made by the full Board of Directors. The Compensation Committee did not utilize the services of an external compensation consultant during the fiscal year ended December 31, 2014. The Compensation Committee may delegate its responsibilities to a subcommittee of the Compensation Committee. The members of the Compensation Committee are Messrs. Farnsworth (Chairman), Gillen, and Staudohar, each of whom is an independent director of the Company.

NominationsThe Company has engaged an investment banker to prepare for an offering and Corporate Governance Committee.simultaneous uplist to a national stock exchange. However, the Company has no specific, current commitment, arrangement, understanding or agreement regarding the issuance of additional shares of capital stock from the additional shares to be authorized herein. The Nominations and Corporate Governance Committee was established on February 18, 2010 and operates pursuant toauthorized but unissued shares will only be issued at the Nominations and Corporate Governance Committee Charter. The Nominations and Corporate Governance Committee did not hold any meetings during the last fiscal year. The Nominations and Corporate Governance Committee is responsible for (1) selecting director nominees for the Board of Directors, (2) developing and reviewing the Company’s governance principles, (3) evaluating the performancedirection of the Board of Directors, and its committees, (4) providing recommendationsupon separate shareholder approval if and as required by applicable law or trading exchange, if applicable.

Rights of Additional Authorized Shares

Any newly authorized shares of common stock will be identical to the shares of common stock now authorized and outstanding. The amendment will not affect the rights of current holders of common stock, none of whom have preemptive or similar rights to acquire the newly authorized shares. In accordance with our Articles of Incorporation and the Nevada Revised Statutes, any of our unissued shares of Preferred Stock are “blank check” Preferred Stock which shall have such voting rights, dividend rights, liquidation preferences, conversion rights and perceptive rights as may be determined by the Company’s Board of Directors.

Potential Adverse Effects of the Amendment

Adoption of the amendment will have no immediate dilutive effect on the proportionate voting power or other rights of the Company’s existing stockholders. The Board of Directors concerninghas no current plan to issue shares from the structure and membershipadditional authorized shares provided by the amendment. However, any future issuance of additional authorized shares of our Common Stock or Preferred Stock, at the committeesfuture direction of the Board of Directors and (5) reviewing, approving,upon the approval of shareholders, if and ratifying transactions,as required by applicable law and any stock exchange regulation, if any, with related persons. The Nominationsapplicable, may, among other things, dilute the earnings per share of common stock and Corporate Governance Committee does not have established minimum qualification requirements for potential directorsthe equity and instead evaluates each candidate on a case-by-case basis, including reviewvoting rights of those holding common stock at the candidate’s resume, interviews withtime the candidate, and interviews withadditional shares are issued.

In addition to the candidate’s references. The Nominations and Corporate Governance Committee has not paid any feesgeneral corporate purposes mentioned above, an increase in the number of authorized shares of Common Stock or Preferred Stock may make it more difficult to, a third partyor discourage an attempt to, identify or evaluate potential nominees. The members of the Nominations and Corporate Governance Committee are Messrs. Gillen (Chairman), Farnsworth, Franco, and Omi, each of whom is an independent directorobtain control of the Company except for Mr. Franco. Mr. Kuo, who is not an independent director, also served on the Nominations and Corporate Governance Committee during the fiscal year ended December 31, 2014.

We post on our website, atwww.iveda.com, the chartersby means of our Audit, Compensation, and Nominations and Corporate Governance Committees and any other corporate governance materials specified by SEC regulations. These documents are also available in print to any stockholder requesting a copy in writing from our Secretary at the address of our executive offices set forth in this Proxy Statement.

Board, Committee, and Annual Meeting Attendance

The Board of Directors met two times during the last fiscal year. Each director attended 100% of the meetings oftakeover bid that the Board of Directors and each committee on which he served and which met during the last fiscal year. Directors are expected to attend the annual meetings of stockholders.

We encourage each of our directors to attend each annual meeting of stockholders. To that end, and to the extent reasonably practicable, we regularly schedule a meeting of our Board of Directors on the same day as our annual meeting of stockholders.With the exception of Messrs. Franco and Omi, all of the Directors attended the 2014 Annual Meeting of Stockholders on June 26, 2014.

Independence of the Board of Directors

The Board of Directors has determined, after considering all of the relevant facts and circumstances, that Messrs. Farnsworth, Gillen, Omi, and Staudohar each qualify as an independent director, as “independence”determines is defined by the SEC, based upon those individuals’ freedom from relationships with the Company which would impair their ability to exercise independent judgment on behalf of the Company. The Company did not consider any relationship or transaction between itself and these independent directors not already disclosed in this Proxy Statement in making this determination. Messrs. Ly and Kuo are employee directors. Mr. Franco is a consultant to the Company.

Director Nomination Procedures

The Nominations and Corporate Governance Committee considers recommendations from securities holders for candidates for the

Board of Directors, as well as candidates recommended by current directors, officers, and employees of the Company. The Nominations and Corporate Governance Committee identifies and evaluates nominees for our Board of Directors based on numerous factors it considers appropriate, some of which may include strength of character, mature judgment, career specialization, relevant technical skills, diversity, and the extent to which the nominee would fill a present need on the Board of Directors.

Communication with Directors

Any stockholder who wishes to communicate with members of the Board of Directors, individually or as a group, including our independent directors and the members of our various board committees, may do so by writing to the intended member or members of the Board of Directors, c/o any specified individual director or directors, at 1201 S. Alma School Rd., Suite 8500, Mesa, Arizona 85210. Communications should be sent by overnight or certified mail, return receipt requested. All such communications will be submitted to the indicated directors in a timely manner.

Director Compensation for Fiscal Year Ended December 31, 2014

Non-employee directors receive stock option compensation for their service on our Board of Directors and are reimbursed for their cost of attending meetings. For the year ended December 31, 2014, all non-employee directors received stock option awards to purchase shares of our common stock. Each of Messrs. Farnsworth, Staudohar, Omi, Gillen, and Franco was granted an option to purchase 50,000 shares of our common stock as compensation for services during the year ended December 31, 2014. We do not pay additional compensation to our directors for their service, either as chair or as a member, on the Audit Committee, Compensation Committee, or Nominations and Corporate Governance Committee.

Board Leadership Structure and Role in Risk Oversight

The Company’s Chief Executive Officer also serves as Chairman of the Board of Directors. The Board of Directors believes maintaining flexibility regarding whether to combine or separate the positions of Chairman and Chief Executive Officer permits it to select the most qualified candidate for the position of Chairman, including a member of management if the Board of Directors believes he or she will provide the most effective leadership for the Board of Directors. The Board of Directors believes that this leadership structure is advantageous because it allows the Company to speak on a unified and consistent basis to its various constituents, both internal and external, and fosters accountability and effective decision-making. The Company does not have a lead independent director.

Risk is inherent in every business. As is the case in virtually all businesses, we face a number of risks, including operational, economic, financial, legal, regulatory, and competitive risks. Our management is responsible for the day-to-day management of the risks we face. The Board of Directors and each of its standing committees (Audit, Compensation, and Nominations and Corporate Governance) oversee the management of risks inherent in the operation of the Company’s business. The Board of Directors has delegated certain risk management responsibilities to the committees. The Board of Directors and the Audit Committee evaluate Company policies with respect to the Company’s liquidity risk, regulatory risk, operational risk, and enterprise risk through reviews, as needed, with management and other advisors. The Board of Directors and the Governance and Nominations Committee monitor the Company’s governance and succession risk through reviews, as needed, with management and outside advisors. The Compensation Committee reviews the impact of the Company’s compensation program and the associated incentives to determine whether they present a significant risk to the Company. The Board of Directors has concluded, based on its reviews and analysis of the Company’s compensation policies and procedures, that such policies and procedures are not reasonably likely to have a material adverse effect on the Company.

MANAGEMENT

The following table sets forth certain information with respect to the Company’s executive officers.

David Ly’s biography is set forth under the heading “Proposal 1 – Election of Directors – Information Regarding Nominees” above.

Robert J. Brilon has served as our President since February 2014 and as our Chief Financial Officer and Treasurer since December 2013. Mr. Brilon served as our Executive Vice President of Business Development from December 2013 to February 2014 and as our interim Chief Financial Officer and Treasurer from December 2008 to August 2010. Mr. Brilon served as Chief Financial Officer and Executive Vice President of Business Development of Brain State Technologies, a brainwave optimization software licensing and hardware company, from August 2010 to November 2013. From January 2010 to August 2010, Mr. Brilon served as Chief Financial Officer of MD Helicopters, a manufacturer of commercial and light military helicopters. Mr. Brilon served as Chief Executive Officer, President and Chief Financial Officer of InPlay Technologies (NASDAQ:NPLA), formerly, Duraswitch (NASDAQ:DSWT), licensing patented electronic switch technology and manufacturing digital pen technology, from November 1998 to June 2007. Mr. Brilon served as Chief Financial Officer of Gietz Master Builders from 1997 to 1998, Corporate Controller of Rental Service Corp. (NYSE:RRR) from 1995 to 1996, Chief Financial Officer and Vice President of Operations of DataHand Systems, Inc. from 1993 to 1995, and Chief Financial Officer of Go-Video (AMEX:VCR) from 1986 to 1993. Mr. Brilon has CPA certification and accumulated four years of audit and tax experience with accounting firms, including McGladrey Pullen, Ernst and Young and Deloitte and Touche.

Luz A. Berghas served as our Chief Marketing Officer and Corporate Secretary since October 2009. Ms. Berg also served in various roles at our company, including Chief Operating Officer from October 2009 to September 2014, Senior Vice President of Operations & Marketing from May 2007 to October 2009, and Vice President of Marketing from November 2004 to May 2007. Ms. Berg served as Director of Marketing of Cygnus Business Media, a technology business-to-business media company, from January 2003 to July 2004. From October 2001 to January 2003, Ms. Berg served as Director of Marketing for Penton Business Media, a business-to-business media company. Ms. Berg also served as Marketing Programs/Channel Marketing Manager of Metricom from March 1999 to August 2001 and as a Marketing Communications Specialist for Spectra-Physics Lasers from October 1991 to March 1999. Ms. Berg holds a B.A. in Management from St. Mary’s College.

Chen-Ho (Alex) Kuo’s biography is set forth under the heading “Proposal 1 – Election of Directors – Information Regarding Nominees” above.

Richard Gibsonhas served as our Senior Vice President of Global Sales and Support since October 2011. Mr. Gibson served as Senior Vice President of Sales and Service of SEER Technology, Inc., a chemical recognition technology company, from September 2008 to October 2011. Mr. Gibson served as a Business Consultant/Contract Project Manager for Gibson & Associates from September 2005 to September 2008, providing consulting services in sales, marketing, start-up funding, and business plan development to small technology companies. From April 2003 to September 2005, Mr. Gibson served as Senior Vice President of Sales and Marketing of CYBERAIR Technologies, Inc., a company that develops encryption and security software and produces sensors, navigation systems, and motion data recorders. From 1999 to 2003, Mr. Gibson served as Director of Business Development of Motorola Global Infrastructure Solutions. Prior to that, Mr. Gibson served in sales and marketing executive roles for NETSAFE and INTERCELL from 1997 to 1999, in sales and marketing management positions at Motorola Government Electronics from 1992 to 1997, as a Senior Market Representative at IBM from 1988 to 1992, and as a Systems Engineer at IBM from 1979 to 1988. Mr. Gibson holds a B.S, in International Relations from the University of Minnesota and an MBA, with a focus on the Asia region, from Thunderbird School of International Management. While at IBM, Mr. Gibson also completed the company’s internal graduate school program at the IBM Systems Research Institute.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of Iveda’s capital stock as of June 15, 2015, for (i) each person known by Iveda to be a beneficial owner of 5% or more of any class of Iveda’s voting securities; (ii) each director, nominee for director, and named executive officer of Iveda; and (iii) all directors and executive officers of Iveda as a group. As of June 15, 2015, Iveda had 27,451,690 shares of common stock outstanding, 4,003,592 shares of Series A Preferred Stock outstanding, 302.5 shares of Series B Preferred Stock outstanding, options to purchase 6,064,519 shares of common stock outstanding, and warrants to purchase 7,946,211 shares of common stock outstanding.

For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of capital stock that such person has the right to acquire within 60 days of June 15, 2015. For purposes of computing the percentage of outstanding shares of our capital stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of June 15, 2015 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership. Unless otherwise identified, the address of our directors and officers is c/o Iveda, 1201 South Alma School Road, Suite 8500, Mesa, Arizona 85210.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership of our common stock. The Company’s directors, officers, and greater than 10% stockholders are required to furnish us with copies of all Section 16(a) forms they file.

Based solely upon our review of the copies of such forms received by us during the year ended December 31, 2014 and written representations that no other reports were required, we believe that each person who, at any time during such fiscal year was a director, executive officers, or 10% stockholder timely complied with all Section 16(a) filing requirements during the year ended December 31, 2014, except that the Form 4 filed on June 3, 2014 by Mr. Kuo and the Form 4 filed by Mr. Staudohar on January 13, 2015 were late.

EXECUTIVE COMPENSATION

Summary Compensation Table

We believe that it is important to design a compensation program that supports the Company’s business strategy. As a result, our compensation program emphasizes performance-based compensation and is designed to support the Company’s business goals; promote short- and long-term growth; and attract, retain, and motivate key talent. The compensation program is comprised of three components: base salary; bonus awards; and long-term performance incentives.

We believe that our executive officers and other key employees should have a portion of their potential annual compensation tied to our profitability and other Company goals. Additionally, we seek to align the ability to earn long-term incentives directly with the interests of our stockholders through the use of equity-based incentives. We strive to ensure compensation is competitive with companies similar to the Company; however, we acknowledge that base salaries are currently below market.

The following summary compensation table sets forth information concerning compensation for services rendered in all capacities during our past two fiscalyears awarded to, earned by, or paid to the Company’s principal executive officer and each of the two other most highly compensated executiveofficers (collectively, the “Named Executive Officers”). Salary and other compensation for these officers and formerofficers were set by the Board of Directors. The Company has historically suffered severe shortages in cash and has structured its compensation policies to providebelow market rate salaries and focus instead on awarding equity.

Outstanding Equity Awards at Fiscal Year Ended December 31, 2014

The following table provides information regarding outstanding equity awards held by our named executive officers as of December 31, 2014.

Equity Compensation Plans

On October 15, 2009, the Company adopted the 2009 Stock Option Plan (the “2009 Option Plan”), with an aggregate of 1,500,000 shares issuable under the plan. The purpose of the 2009 Option Plan was to assume options were already issued in the 2006 and 2008 stock option plans by our predecessor. As of December 31, 2014, options to purchase 877,694 shares were outstanding under the 2009 Option Plan.

On January 18, 2010, the Company adopted the 2010 Stock Option Plan (the “2010 Option Plan”), which allows the Board of Directors to grant options to purchase up to 1,000,000 shares of common stock to directors, officers, key employees, and service providers of the Company. In 2011, the 2010 Option Plan was amended to increase the number of shares issuable under the 2010 Option Plan to 3,000,000 shares. In 2012, the 2010 Option Plan was further amended to increase the maximum number of shares that may be issued under the 2010 Option Plan to 13,000,000 shares. The shares under the 2010 Option Plan are registered with the SEC under Forms S-8 filed on February 4, 2010, June 24, 2011, and December 4, 2013. As of December 31, 2014, options to purchase 5,075,533 shares were outstanding under the 2010 Option Plan.

The Company has also periodically issued warrants to purchase shares of common stock as equity compensation to officers, directors, employees, and consultants. As of December 31, 2014, warrants to purchase 3,749,550 shares of common stock were outstanding, all of which were issued either as equity compensation or in connection with financing transactions.

Option and Warrant Exercises

There were no exercises of stock options by any of our named executive officers during the last fiscal year. One executive officer exercised warrants to purchase 30,000 shares of our common stock during the year ended December 31, 2014.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

Unless delegated to the Compensation Committee by our Board of Directors, the Audit Committee charter requires the Audit Committee to review and approve all related party transactions and to review and make recommendations to the full Board of Directors, or approve, any contracts or other transactions with current or former executive officers of our company, including consulting arrangements, employment agreements, change-in-control agreements, termination arrangements, and loans to employees made or guaranteed by our company. We have a policy that we will not enter into any such transaction unless the transaction is determined by our disinterested directors to be fair to us or is approved by our disinterested directors or by our stockholders. Any determination by our disinterested directors is based on a review of the particular transaction, applicable laws and regulations, and policies of our Company (including those published on our website). As appropriate, the disinterested directors of the applicable committees of the Board of Directors shall consult with our legal counsel.

On December 30, 2014, we entered into a debenture agreement with Mr. Farnsworth, a member of our Board of Directors, for $10,000, at 9.5% interest per annum. We paid the principal and accrued interest on the Farnsworth Debenture in full on January 26, 2015. 

On December 9, 2014, we entered into a debenture agreement with Mr. Gillen, a member of our Board of Directors, for $100,000, at 9.5% interest per annum, with interest and principal payable on January 5, 2015. In connection with the debenture agreement, Mr. Gillen also received a warrant to purchase 25,000 shares of our common stock at an exercise price of $1.00 per share. On January 5, 2015, per the debenture agreement, Mr. Gillen received an additional warrant to purchase 25,000 shares of our common stock at an exercise price of $1.00 per share. We paid the principal and accrued interest on the Gillen Debenture in full on February 4, 2015.

On October 14, 2014, we entered into a debenture agreement with Mr. Farnsworth, a member of our Board of Directors, for $35,000, at 9.5% interest per annum. We paid the principal and accrued interest on the Farnsworth Debenture in full on February 4, 2015.

On September 10, 2014, we entered into a debenture agreement with Mr. Kuo, a member of the Board of Directors, for $30,000, through his wife, Li-Min Hsu, at 9.5% interest per annum with interest and principal payable on the extended maturity date of December 31, 2015. As consideration for the extension of the debenture, we granted Mrs. Hsu options to purchase 3,000 shares of our common stock at an exercise price of $0.77 per share.

On September 8, 2014, we entered into a debenture agreement with Mr. Kuo’s wife, Li-Min Hsu, for $100,000, at 9.5% interest per annum with interest and principal payable on the extended maturity date of December 31, 2015. As consideration for the extension of the debenture, we granted Mrs. Hsu options to purchase 10,000 shares of our common stock at an exercise price of $0.77 per share.

On August 28, 2014, we entered into a debenture agreement with Mr. Omi, a member of the Board of Directors of the Company, for $200,000, at 9.5% interest per annum with interest and principal payable on the extended maturity date of December 31, 2015. As consideration for the extension of the debenture, we granted Mr. Omi options to purchase 20,000 shares of our common stock at an exercise price of $0.77 per share.

On May 27, 2014, we entered into a convertible debenture with Mr. Kuo for $38,000, which includes warrants to purchase 3,455 shares of our common stock, at an exercise price of $1.65 per share. Accordingly, we recognized a discount of $1,462 on the principal value of $38,000 and are amortizing the discount over the three year term of the debenture. As of December 9, 2014, the convertible debenture was converted to Series A Preferred Stock and the related remaining debt discount was expensed. An additional warrant to purchase 2,303 shares of our common stock was granted as an inducement to convert. These warrants and the original warrants granted have the original expiration date and the adjusted exercise price of $0.75 per share of our common stock, which is subject to further adjustment upon the occurrence of certain events.

On March 4, 2014, Mr. Brilon, our President and Chief Financial Officer, purchased a debenture in the principal amount of $50,000 (the "Brilon II Debenture"). The Brilon II Debenture becomes due and payable three years after the date of issuance and the principal and unpaid interest thereunder is convertible into shares of our common stock at the election of the holder at any time prior to the maturity date at a conversion price equal to $1.50 per share, subject to adjustment upon the occurrence of certain events. On December 9, 2014, Mr. Brilon converted the Brilon II Debenture to Series A Preferred Stock, with 9.5% per annum dividend, convertible into shares of our common stock at the election of the holder at any time prior to the maturity date at an effective price per share that is lower than the then-current conversion price for the Series A Preferred Stock, then the conversion price shall be adjusted. An additional warrant to purchase 3,030 shares of our common stock was granted as an inducement to convert. These warrants and the original warrants granted have the original expiration date and the adjusted exercise price of $0.75 per share of our common stock, which is subject to further adjustment upon the occurrence of certain events.

On December 20, 2013, Mr. Brilon purchased a debenture in the principal amount of $75,000 (the "Brilon I Debenture"). The Brilon I Debenture becomes due and payable three years after the date of issuance and the principal and unpaid interest thereunder is convertible into shares of our common stock at the election of the holder any time prior to the maturity date at a conversion price equal to $1.50 per share, subject to adjustment upon the occurrence of certain events. In connection with the purchase of the Brilon I Debenture, Mr. Brilon received a warrant to purchase 6,818 shares of our common stock. The warrant has a term of five years from the date of issuance and the exercise price of $1.65 per share is subject to adjustment upon the occurrence of certain events. On December 9, 2014, Mr. Brilon converted the Brilon I Debenture to Series A Preferred Stock, with 9.5% per annum dividend, convertible into shares of our common stock at the election of the holder at any time prior to the maturity date at an effective price per share that is lower than the then-current conversion price for the Series A Preferred Stock, then the conversion price shall be adjusted. An additional warrant to purchase 4,546 shares of our common stock was granted as an inducement for the warrants. These warrants and the original warrants granted have the original expiration date and the adjusted exercise price of $0.75 per share of or common stock, which is subject to further adjustment upon the occurrence of certain events.

On November 19, 2012, we entered into a convertible debenture agreement with Mr. Gillen, a member of our Board of Directors, for $100,000 (the "Gillen I Debenture"), under his company Squirrel-Away. Under the original terms of the agreement, interest is payable at 10% per annum, payable on the maturity date of May 19, 2013. Mr. Gillen also received warrants to purchase 10,000 shares of our common stock at an exercise price of $1.10 per share. The Gillen I Debenture is convertible into shares of our common stock on or before the maturity date at a conversion rate of $1.10 per share. On June 20, 2013, we paid $5,000 of interest on the Gillen I Debenture. Gillen I Debenture has been extended to December 31, 2015. Mr. Gillen also received two additional warrants to purchase 10,000 shares each of our common stock at an exercise price of $1.10 per share. As consideration for extending the maturity date of the debenture to December 31, 2015, we granted Mr. Gillen options to purchase 10,000 shares of our common stock at an exercise price of $0.77 per share.

AUDIT COMMITTEE REPORT

The Audit Committee was formed in February 2010 and oversees the Company’s financial reporting process and compliance with the Sarbanes-Oxley Act of 2002 on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls.

Regarding the Company’s fiscal year ending on December 31, 2014, with respect to the Company’s audited financial statements, management of the Company represented to the Audit Committee that the financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The Audit Committee reviewed and discussed those financial statements with management. The Audit Committee also discussed with the Company’s independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees), as modified or supplemented.

The Audit Committee received the written disclosures from the Company’s independent registered public accounting firm required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence. Discussions With Audit Committees), as modified or supplemented, and discussed with the Company’s independent registered public accounting firm their independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements for the fiscal year ended December 31, 2014, be included in the Company’s Annual Report on Form 10-K for that fiscal year.

This report has been furnished by the Audit Committee of our Board of Directors.

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF COMPANY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Independent Registered Public Accounting Firm

The Audit Committee has appointed AWC (CPA) Limited (“AWC”) as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2015. AWC will audit the Company’s consolidated financial statements for the 2015 fiscal year and perform other services. While stockholder ratification is not required by the Company’s Bylaws or otherwise, the Board of Directors is submitting the selection of AWC to the stockholders for ratification as a good corporate governance practice. If the stockholders fail to ratify the selection, the Audit Committee may, but is not required to, reconsider whether to retain AWC. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent public accountant or auditor at any time during the year if it determines that such a change would be in the best interest of the Company and its stockholders. A voteHowever, the Board of Directors does not intend or view the proposed increase in the number of authorized shares of common stock as an anti-takeover measure and is not aware of any attempt or plan to obtain control of the majority of shares represented at the meeting and entitled to vote thereat is required to approve this proposal.Company.

Attendance at Annual Meeting

A representative of AWC is not expected to be presented at the Annual Meeting.

Fees Billed to the Company in fiscal years 2014 and 2013Potential Anti-Takeover Effects

The Company paidShare Increase could adversely affect the ability of third parties to take us over or accruedchange our control by, for example, permitting issuances that would dilute the following fees in eachstock ownership of the prior two fiscal yearsa person seeking to its independent auditor, AWC, and its former principal accountant, Farber Hass Hurley LLP (“FHH”):

Audit fees include fees for the audit of our annual financial statements, reviews of our quarterly financial statements, and related consents for documents filed with the SEC.

Audit Committee Pre-Approval Policies

As part of its responsibility for oversight of the independent registered public accountants, the Audit Committee has establishedeffect a pre-approval policy for engaging audit and permitted non-audit services provided by our independent registered public accountants, AWC and FHH. In accordance with this policy, each type of audit, audit-related, tax, and other permitted service to be provided by the independent auditors is specifically described and each such service, together with a fee level or budgeted amount for such service, is pre-approved by the Audit Committee. The Audit Committee has delegated authority to its Chairman to pre-approve additional non-audit services (provided such services are not prohibited by applicable law) up to a pre-established aggregate dollar limit. All services pre-approved by the Chairman of the Audit Committee must be presented at the next Audit Committee meeting for review and ratification. All of the services provided by AWC and FHH described above were approved by the Audit Committee pursuant to our Audit Committee’s pre-approval policy.

Our principal accountants, AWC and FHH, did not engage any other persons or firms other than their respective full-time, permanent employees.

Unless otherwise indicated, properly executed proxies will be voted in favor of ratifying the appointment of AWC to audit the Company’s books and accounts for the fiscal year ending December 31, 2015.

Recommendation of the Board of Directors

The Board of Directors unanimously recommends that you voteFOR the ratification of the appointment of AWC as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2015.

PROPOSAL 3

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

Background

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), enables our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the SEC’s rules.

Compensation of Named Executive Officers

We are asking our stockholders to provide advisory approval of the compensation of our named executive officers (which consist of our principal executive officer and our two other most highly compensated executive officers) as such compensation is describedchange in the “Executive Compensation” sectioncomposition of this Proxy Statement. The Company seeks to maintain a compensation program that emphasizes performance-based compensation in order to support the Company’s business goals, promote short- and long-term growth, and attract, retain, and motivate key talent. Because the Company believes that executive compensation should be tied to the profitability of the Company, and because the Company has recognized cash flow shortages, our compensation policies seek to pay below market cash salaries and focus instead on awarding equity. The Company believes that the base salary compensation of its named executive officers is below market.

Recommendation of the Board of Directors

The following resolution is submitted for a stockholder vote at the meeting:

RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the “Executive Compensation” section of this Proxy Statement.

The say-on-pay vote is advisory, and therefore not binding on our Company, our Compensation Committee, or our Board of Directors. Although non-binding, the vote will provide information to our Compensation Committee and our Board of Directors regarding investor sentiment aboutor contemplating a tender offer or other transaction for the combination of us with another company that the Board determines is not in our executive compensation philosophy, policies, and practices, whichbest interests or in the best interests of our Compensation Committee andshareholders. The ability of our Board of Directors willto cause us to issue substantial amounts of Common Stock or Preferred Stock without the need for shareholder approval, except as may be able to consider when determining executive compensation for the years to come.

Therequired by law or regulation, upon such terms and conditions as our Board of Directors unanimously recommends that you vote FOR the approval of the compensation paidmay determine from time to the Company’s named executive officers, as disclosedtime in the “Executive Compensation” sectionexercise of its business judgment may, among other things, be used to create voting impediments with respect to changes in our control or to dilute the stock ownership of holders of common stock seeking to obtain control of us. The issuance of Common Stock or Preferred Stock, while providing desirable flexibility in connection with potential financings and other corporate transactions, may have the effect of discouraging, delaying or preventing a change in our control. Our Board of Directors, however, does not intend or view the Share Increase Amendment as an anti-takeover measure, nor does it contemplate its use in this Proxy Statement.manner at any time in the foreseeable future.

DEADLINE FOR RECIEPT OF STOCKHOLDER PROPOSALS FOR 2016 ANNUAL MEETING

Deadline for the Submission of Stockholder Proposals for Inclusion in our Proxy Statement for Our 2016 Annual MeetingAppraisal Rights

Pursuant to Rule 14a-8 under the Exchange Act, some stockholder proposals may be eligible for inclusion inNevada Revised Statutes, shareholders are not entitled to appraisal rights with respect to the Company’s 2016 proxy statement. Any such proposal must be submitted in writing by notice deliveredShare Increase.

Effectiveness of Amendment

If the amendment is adopted, it will become effective upon the filing of a certificate of amendment to our Articles of Incorporation with the Secretary of our company not later than 120 days before the anniversaryState of the prior year’s proxy statement (by February 27, 2016), unless the dateState of our 2016 Annual Meeting of Stockholders is changed by more than 30 days from August 7, 2016, in which case, the proposal must be received a reasonable time before we begin to print and mail proxy materials.Nevada.

Deadline and Procedures for Stockholder Notice of Nomination of Director Candidates and for Other Proposals

Stockholders may also wish to nominate persons for election as a director or to introduce an item of other business for consideration at our 2016 Annual Meeting of Stockholders, but to not include such nominee or other business in our proxy statement (outside of the process described in Rule 14a-8 under the Exchange Act). To be timely, the proposal must be submitted no later than 45 days before the anniversary of the prior year’s proxy statement (by May 12, 2016), unless the date of our 2016 Annual Meeting of Stockholders is changed by more than 30 days from August 7, 2016, in which case, the proposal must be received a reasonable time before we begin to print and mail proxy materials.THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE AMENDMENT TO OUR ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF CAPITAL STOCK.

HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

If you and other stockholders of record with whom you share an address currently receive multiple copies of our proxy statement and annual report and would like to participate in our householding program, please contact First American Stock Transfer, Inc. by calling (602) 485-1346, or by writing to First American Stock Transfer, Inc., 1747 North 7^th Street, Suite 170, Phoenix, Arizona 85014. Alternatively, if you participate in householding and wish to revoke your consent and receive separate copies of our proxy statement and annual report, please contact First American Stock Transfer, Inc. as described above.

A number of brokerage firms have instituted householding. If you hold your shares in street name, please contact your bank, broker, or other holder of record to request information about householding.

OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors isdoes not aware ofintend to present any businessother matter for action at the Special Meeting other than as set forth in the proposals discussed above that will be presented for consideration at the Annual Meeting.Notice of Special Meeting and this Proxy Statement. If any other matters properly come before the AnnualSpecial Meeting, it is intended that the intentionshares represented by the proxies will be voted, in the absence of contrary instructions, in the discretion of the persons named in the enclosed proxyProxy Card.

BENEFICIAL OWNERSHIP OF COMPANY COMMON STOCK BY

DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS

The following table lists, as of December 6, 2021, the number of shares of common stock beneficially owned by (i) each person, entity or group (as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934) known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each of our directors (iii) each of our Named Executive Officers and (iv) all executive officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to dispose or direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary interest. Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned and each stockholder’s address is c/o Iveda Solutions, Inc., 1744 S. Val Vista Drive, Suite 213, Mesa, AZ 85204.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Company requires that any situation, transaction or relationship that gives rise to an actual or potential conflict of interest for our executive officers must be disclosed to the Board in writing. The Company may permit the conflicted transaction only if full disclosure is made and the Company’s interests are fully protected. The Company considers conflicted transactions to consist of any transaction in which the executive (1) causes the Company to engage in business transactions with relatives or friends or companies controlled or owned by our executives; (2) uses nonpublic Company or other information for personal gain by the executive, his relatives or his friends (including securities transactions based on such information); (3) has more than a nominal financial interest in any entity with which the Company does business or competes; (4) receives a loan, or guarantee of obligations, from the Company or a third party as a result of his position at the Company; (5) competes, or prepares to compete, with the Company while still employed by the Company; or (6) has a financial interest or potential for gain in any transaction with the Company (other than Company approved compensation arrangements).

VOTING PROCEDURES

As described above, voting at the Special Meeting will consist of the following:

Shares represented by limited proxies will be treated as represented at the meeting only as to such matter or matters for which authority is granted in the limited proxy. Shares represented by proxies returned by brokers where the brokers’ discretionary authority is limited by stock exchange rules will be treated as represented at the Special Meeting only as to such matter or matters voted by the proxies.

As to any other business that may properly come before the Special Meeting, shares represented by proxies will be voted, to the extent permitted by law, in accordance with their best judgment.the recommendations of the Board, although the Company does not presently know of any such other business.

WHERE YOU CAN FIND MORE INFORMATION

June 26, 2015The SEC maintains a website that contains reports, proxies and information statements and other information regarding the Company and other issuers that file electronically with the SEC at www.sec.gov. The Company’s proxy statements, annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as any amendments to those reports, are available free of charge through the SEC’s website. Stockholders may also read and copy materials that the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Stockholders may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

Mesa, Arizona

 APPENDIX A

ARTICLES OF AMENDMENT

OF

IVEDA SOLUTIONS, INC.

Pursuant to NRS 78.390, Iveda Solutions, Inc. (the “Corporation”) hereby adopts the following Articles of Amendment to its Articles of Incorporation:

1. The name of the Corporation is Iveda Solutions, Inc.

2. Section 1 “Capital Stock” of the Articles of Incorporation is hereby amended by striking out Section 1 in its entirety and by substituting in lieu of said Section 1 the following new Section 1:

1. Capital Stock.

(a) Authorized Capital Stock. The total number of shares of stock that the Corporation shall have authority to issue is 310,000,000, consisting of (i) 300,000,000 shares of Common Stock, par value $0.00001 per share (the “Common Stock”) and (ii) 10,000,000 shares of Preferred Stock, par value $0.00001 per share (the “Preferred Stock”).