reAlpha Tech Corp. 8-K

What Happened
reAlpha Tech Corp. (AIRE) filed an 8‑K reporting the resignation of director Brian Cole, which created a vacancy on the Board’s Audit Committee and left the committee with two members. The company notified Nasdaq on February 6, 2026 that it is non‑compliant with Nasdaq Listing Rule 5605(c)(2)(A), which requires an Audit Committee of three members, and said it will rely on the cure period under Nasdaq Rule 5605(c)(4)(B).

Key Details

• Director resignation: Brian Cole (resignation described in the 8‑K) resulted in an Audit Committee vacancy.
• Nasdaq notice: Company notified Nasdaq of non‑compliance on February 6, 2026.
• Rule cited: Nasdaq Listing Rule 5605(c)(2)(A) requires three Audit Committee members; cure period available under Rule 5605(c)(4)(B).
• Remediation plan: Company intends to appoint a third director who meets Audit Committee criteria by the earlier of (i) the Company’s next annual meeting of stockholders or (ii) 180 days after the effectiveness of Mr. Cole’s resignation.

Why It Matters
An Audit Committee that does not meet Nasdaq’s membership rules is a listing compliance issue and must be corrected within the allowed cure period to avoid potential sanctions. For investors, this is a governance matter to watch: the company has formally notified Nasdaq and stated a timeline to fill the vacancy, but investors should monitor whether the company appoints a qualifying director within the stated timeframe.