reAlpha Tech Corp. Announces Closing of $2 Million Public Offering

Rhea-AI Summary

reAlpha Tech Corp. (NASDAQ: AIRE), an AI-powered real estate technology company, has completed its public offering of 13,333,334 shares of common stock at $0.15 per share, along with Series A-1 and A-2 warrants. The offering, managed by H.C. Wainwright & Co., raised approximately $2 million in gross proceeds.

Each share comes with two warrants: Series A-1 with a 5-year term and Series A-2 with a 24-month term, both exercisable at $0.15 per share upon stockholder approval. The company plans to use the proceeds for working capital, general corporate purposes, potential acquisitions, debt repayment, capital expenditures, and cryptocurrency investments.

Positive

• None.

Negative

• Significant dilution with 13.3M new shares at $0.15 per share, well below typical market prices
• Additional potential dilution from 26.7M warrant shares if exercised
• Low offering price of $0.15 suggests weak market position

Insights

Investment Banking Specialist

reAlpha secured $2M in financing at a low share price of $0.15, indicating significant dilution and challenging financial circumstances.

reAlpha has closed a $2 million public offering through a complex structure involving 13,333,334 common shares and two series of warrants at $0.15 per unit. This pricing is particularly noteworthy, as it represents a deeply discounted valuation for an AI-powered real estate technology company trading on Nasdaq. The extremely low share price of $0.15 signals severe financial distress and is typically indicative of a penny stock classification.

The warrant structure is designed to potentially provide additional capital later, with both Series A-1 (five-year) and Series A-2 (two-year) warrants exercisable at $0.15. However, these can only be exercised after stockholder approval, suggesting potential authorized share limitations. If all warrants were exercised, the company could potentially raise an additional $4 million, though this would come with significant dilution to existing shareholders.

The company's stated use of proceeds reveals financial flexibility challenges, with debt repayment listed as a potential allocation alongside working capital needs. The mention of cryptocurrency investments in the use of proceeds is unusual and potentially concerning for a struggling real estate technology company, as it suggests speculative allocation of limited capital resources. H.C. Wainwright's involvement as placement agent rather than a traditional underwriter also indicates this was a challenging financing to complete, likely involving substantial fees that will reduce the net proceeds available to the company.

DUBLIN, Ohio, July 18, 2025 (GLOBE NEWSWIRE) -- reAlpha Tech Corp. (Nasdaq: AIRE) (the “Company” or “reAlpha”), an AI-powered real estate technology company, today announced the closing of its previously announced public offering of an aggregate of 13,333,334 shares of its common stock, together with Series A-1 warrants to purchase up to 13,333,334 shares of common stock and Series A-2 warrants to purchase up to 13,333,334 shares of common stock, at a combined public offering price of $0.15 per share and accompanying warrants. The Series A-1 warrants and the Series A-2 warrants have an exercise price of $0.15 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the warrants. The Series A-1 warrants will expire five years from the date of stockholder approval and the Series A-2 warrants will expire twenty-four months from the date of stockholder approval.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The gross proceeds from the offering, before deducting the placement agent’s fees and other offering expenses payable by the Company, were approximately $2 million. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes, which could include repayment of debt, future acquisitions, capital expenditures and the purchase of cryptocurrencies in accordance with the Company’s cryptocurrency investment policy.

The securities described above were offered pursuant to a registration statement on Form S-1 (File No. 333-288571), which was declared effective by the Securities and Exchange Commission (the “SEC”) on July 16, 2025. The offering was made only by means of a prospectus forming part of the effective registration statement relating to the offering. A final prospectus relating to the offering has been filed with the SEC. Electronic copies of the final prospectus may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About reAlpha Tech Corp.

reAlpha Tech Corp. (Nasdaq: AIRE) is an AI-powered real estate technology company transforming the multi-trillion-dollar U.S. real estate services market. reAlpha is developing an end-to-end platform that streamlines real estate transactions through integrated brokerage, mortgage, and title services. With a strategic, acquisition-driven growth model and proprietary AI infrastructure, reAlpha is building a vertically integrated ecosystem designed to deliver a simpler, smarter, and more affordable path to homeownership. For more information, visit www.realpha.com.

Forward-Looking Statements

The information in this press release includes “forward-looking statements.” Any statements other than statements of historical fact contained herein, including statements as to the receipt of stockholder approval and the intended use of net proceeds from the offering, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: reAlpha’s ability to regain and sustain compliance with the Nasdaq Capital Market’s continued listing standards and remain listed on the Nasdaq Capital Market; reAlpha’s ability to pay contractual obligations; reAlpha’s liquidity, operating performance, cash flow and ability to secure adequate financing; reAlpha’s limited operating history and that reAlpha has not yet fully developed its AI-based technologies; whether reAlpha’s technology and products will be accepted and adopted by its customers and intended users; reAlpha’s ability to commercialize its developing AI-based technologies; reAlpha’s ability to successfully enter new geographic markets; reAlpha’s ability to integrate the business of its acquired companies into its existing business and the anticipated demand for such acquired companies’ services; reAlpha’s ability to scale its operational capabilities to expand into additional geographic markets and nationally; the potential loss of key employees of reAlpha and of its subsidiaries; the outcome of certain outstanding legal proceedings against reAlpha; reAlpha’s ability to obtain, and maintain, the required licenses to operate in the U.S. states in which it, or its subsidiaries, operate in, or intend to operate in; reAlpha’s ability to successfully identify and acquire companies that are complementary to its business model; the inability to maintain and strengthen reAlpha’s brand and reputation; any accidents or incidents involving cybersecurity breaches and incidents; the inability to accurately forecast demand for AI-based real estate-focused products; the inability to execute business objectives and growth strategies successfully or sustain reAlpha’s growth; the inability of reAlpha’s customers to pay for reAlpha’s services; the inability of reAlpha to obtain additional financing or access the capital markets to fund its ongoing operations on acceptable terms and conditions; the outcome of any legal proceedings that might be instituted against reAlpha; changes in applicable laws or regulations, and the impact of the regulatory environment and complexities with compliance related to such environment; and other risks and uncertainties indicated in reAlpha’s SEC filings. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Although reAlpha believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. reAlpha’s future results, level of activity, performance or achievements may differ materially from those contemplated, expressed or implied by the forward-looking statements, and there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking statements. For more information about the factors that could cause such differences, please refer to reAlpha’s filings with the SEC. Readers are cautioned not to put undue reliance on forward-looking statements, and reAlpha does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Media Contact:
Cristol Rippe, Chief Marketing Officer
cristol@realpha.com

Investor Relations Contact:
Adele Carey, VP of Investor Relations
investorrelations@realpha.com

FAQ

What is the size of reAlpha Tech Corp's (AIRE) public offering in July 2025?

reAlpha Tech Corp raised $2 million through a public offering of 13,333,334 shares at $0.15 per share, including accompanying warrants.

What are the terms of AIRE's warrants in the July 2025 offering?

The offering includes Series A-1 warrants with a 5-year term and Series A-2 warrants with a 24-month term, both exercisable at $0.15 per share upon stockholder approval.

How will reAlpha Tech Corp use the proceeds from its $2M offering?

The proceeds will be used for working capital, general corporate purposes, debt repayment, potential acquisitions, capital expenditures, and cryptocurrency investments.

Who was the placement agent for reAlpha Tech Corp's July 2025 offering?

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

What is the total potential dilution from AIRE's July 2025 offering?

The offering includes 13,333,334 new shares plus potential additional dilution from 26,666,668 warrant shares if all warrants are exercised.