Veea flags Nasdaq board independence shortfall

Q: What specific Nasdaq board independence rule is Veea not meeting?

Veea is not meeting Nasdaq Listing Rule 5605(b)(1), which requires a majority of the board to be independent directors. After Douglas Maine’s passing, its six-member board includes only three directors classified as independent under applicable Nasdaq rules, so the majority standard is not currently satisfied.

Veea Inc. reported that it is no longer in compliance with certain Nasdaq corporate governance requirements after independent director Douglas Maine, who served on the board, audit committee and compensation committee, unexpectedly passed away on June 1, 2026.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Veea Inc. reported that it is no longer in compliance with certain Nasdaq corporate governance requirements after independent director Douglas Maine, who served on the board, audit committee and compensation committee, unexpectedly passed away on June 1, 2026.

With six directors and only three classified as independent, the company no longer meets Nasdaq’s majority independent board rule, nor the minimum independent member requirements for its audit and compensation committees. Nasdaq’s letter dated June 3, 2026 grants Veea a cure period until the earlier of its next annual shareholder meeting or May 31, 2027, subject to an earlier deadline of November 27, 2026 if the meeting occurs before that date. Veea plans to take actions to regain compliance, although it notes there is no assurance this will occur within the cure periods. The notice has no immediate effect on the listing of its common stock and public warrants, which continue to trade on the Nasdaq Capital Market under the symbols VEEA and VEEAW.

Insights

Nasdaq grants Veea time to fix board independence gaps.

Veea’s loss of director Douglas Maine created shortfalls against Nasdaq rules for a majority independent board and minimum independent members on the audit and compensation committees. These gaps stem from a single unexpected event rather than a structural governance change.

Nasdaq’s letter provides a cure window running to the earlier of the next annual meeting or May 31, 2027, with a potential earlier cutoff on November 27, 2026. During this period, Veea’s stock and warrants remain listed on Nasdaq, so any listing risk depends on whether the company fills independent seats in time.

The company states it intends to regain compliance but cautions there is no assurance it will succeed within the cure periods. Subsequent disclosures in future company filings will clarify how quickly new independent directors are appointed and whether committee requirements are restored before the Nasdaq deadlines.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Board size: 6 directors Independent directors on board: 3 independent directors Audit committee independents: 2 independent directors +4 more

7 metrics

Board size 6 directors Board composition at time of noncompliance

Independent directors on board 3 independent directors Compared with Nasdaq majority independence requirement

Audit committee independents 2 independent directors Below three required by Nasdaq Listing Rule 5605(c)(2)(A)

Compensation committee independents 1 independent director Below two required by Nasdaq Listing Rule 5605(d)(2)(A)

Primary cure deadline May 31, 2027 Latest date to regain compliance, tied to next annual meeting

Earlier cure date trigger November 27, 2026 Applies if next annual meeting is held before this date

Director passing date June 1, 2026 Date Douglas Maine, independent director, passed away

Key Terms

independent directors, Nasdaq Listing Rule 5605(b)(1), Nasdaq Listing Rule 5605(c)(2)(A), Nasdaq Listing Rule 5605(d)(2)(A), +1 more

5 terms

independent directors financial

"three of them which are “independent directors” as that term is defined under the applicable Nasdaq Rules"

Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.

Nasdaq Listing Rule 5605(b)(1) regulatory

"no longer in compliance with the majority independent director requirement under Nasdaq Listing Rule 5605(b)(1)"

Nasdaq Listing Rule 5605(c)(2)(A) regulatory

"no longer in compliance with the audit committee requirement under Nasdaq Listing Rule 5605(c)(2)(A)"

Nasdaq Listing Rule 5605(d)(2)(A) regulatory

"no longer in compliance with the compensation committee requirement under Nasdaq Listing Rule 5605(d)(2)(A)"

Emerging growth company financial

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why is Veea (VEEA) currently out of compliance with Nasdaq rules?

Veea is out of compliance because independent director Douglas Maine passed away, leaving its board without a majority of independent directors and its audit and compensation committees below required independent member minimums under Nasdaq Listing Rules 5605(b)(1), 5605(c)(2)(A) and 5605(d)(2)(A).

What cure period did Nasdaq give Veea (VEEA) to regain compliance?

Nasdaq gave Veea a cure period lasting until the earlier of its next Annual Meeting of Shareholders or May 31, 2027. If that annual meeting occurs before November 27, 2026, the company must resolve the governance deficiencies by November 27, 2026 instead.

Does Veea’s Nasdaq noncompliance affect trading of VEEA and VEEAW now?

The company states the noncompliance has no immediate effect on its Nasdaq listing. Veea’s common stock and public warrants continue to be listed and traded on the Nasdaq Capital Market under the symbols VEEA and VEEAW, subject to Nasdaq’s listing rules.

What specific Nasdaq board independence rule is Veea not meeting?

Veea is not meeting Nasdaq Listing Rule 5605(b)(1), which requires a majority of the board to be independent directors. After Douglas Maine’s passing, its six-member board includes only three directors classified as independent under applicable Nasdaq rules, so the majority standard is not currently satisfied.

How are Veea’s audit and compensation committees out of compliance?

Veea’s audit committee now has only two independent directors, below the three required by Nasdaq Listing Rule 5605(c)(2)(A). Its compensation committee has only one independent director, short of the two required by Nasdaq Listing Rule 5605(d)(2)(A), following Douglas Maine’s death.

What actions does Veea plan to take regarding the Nasdaq deficiencies?

Veea states that it intends to take sufficient actions to regain compliance with Nasdaq’s governance requirements within the allowed cure periods. The company also notes there can be no assurance it will successfully restore full compliance within those specified time frames.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/04/2026 - 05:27 PM

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): June 4, 2026 (June 2, 2026)

Veea Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40218

98-1577353

(State or other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

164 E. 83rd Street

New York, NY 10028

(212) 535-6050

(Address and telephone number, including area code, of registrant’s principal executive offices)

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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	VEEA	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share	VEEAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Independent Director Requirements

On June 1, 2026, Douglas Maine, a member of the Board, the audit committee and the compensation committee, unexpectedly passed away.

Mr. Maine was a highly respected colleague, friend, and valuable member of the Board. His strategic insight and deep experience were invaluable to the Company. The Board and management are deeply saddened by his passing. His loss cannot be replaced and he will be greatly missed. On behalf of the entire Board and the Veea team, we extend our heartfelt condolences to his family and loved ones.

As a result of Mr. Maine’s passing, on June 2, 2026, Veea, Inc. (the “Company”) notified the Nasdaq Stock Market LLC (“Nasdaq”) that the Company is no longer in compliance with the majority independent director requirement under Nasdaq Listing Rule 5605(b)(1), because the Company’s Board of Directors (the “Board”) is currently comprised of six directors, three of them which are “independent directors” as that term is defined under the applicable Nasdaq Rules. In addition, the Company is no longer in compliance with the audit committee requirement under Nasdaq Listing Rule 5605(c)(2)(A) that there be at least three “independent directors” serving on the audit committee as there are currently only two “independent directors” serving on the audit committee. Further, the Company is no longer in compliance with the compensation committee requirement under Nasdaq Listing Rule 5605(d)(2)(A) that there be at least two “independent directors” serving on the compensation committee as there is currently only one “independent director” serving on the compensation committee. As a result of our having notified Nasdaq of the foregoing noncompliance with applicable Nasdaq Listing Rules, the Company received a letter from Nasdaq, dated June 3, 2026, pursuant to which Nasdaq has provided the Company with a cure period to regain compliance with such Nasdaq Listing Rules until the earlier of the Company’s next Annual Meeting of Shareholders or May 31, 2027; provided, however, that if the next Annual Meeting of Shareholders is held before November 27, 2026, then the Company must cure such noncompliant matters no later than November 27, 2026.

The Company intends to take sufficient actions to regain compliance with all of the foregoing Nasdaq governance requirements on or before the expiration of the applicable cure periods provided in the Nasdaq Listing Rules. However, there can be no assurance that Company will be able to regain compliance with the applicable Nasdaq Listing Rules set forth above within the required cure period.

The foregoing has no immediate effect on the Company’s Nasdaq listing and its common stock and public warrants will continue to be listed and traded on the Nasdaq Capital Market under the symbols “VEEA” and VEEAW, respectively, subject to the listing rules.

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.

	Veea Inc.

Date: June 4, 2026	By:	/s/ Allen Salmasi
	Name:	Allen Salmasi
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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Veea flags Nasdaq board independence shortfall

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