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

Rhea-AI Summary

reAlpha Tech Corp. (NASDAQ: AIRE), an AI-powered real estate technology company, has announced the pricing of a $2 million public offering. The offering consists of 13,333,334 shares of common stock, along with Series A-1 and A-2 warrants, priced at $0.15 per share and accompanying warrants.

Both warrant series will have an exercise price of $0.15 per share, with Series A-1 warrants expiring in 5 years and Series A-2 warrants expiring in 24 months from stockholder approval. The offering is expected to close around July 18, 2025. H.C. Wainwright & Co. serves as the exclusive placement agent. The company plans to use proceeds for working capital, debt repayment, acquisitions, capital expenditures, and potential cryptocurrency investments.

Positive

• Potential for additional capital through warrant exercises at $0.15 per share
• Flexibility in use of proceeds for various growth initiatives including acquisitions and debt repayment
• Successfully secured $2 million in fresh capital despite challenging market conditions

Negative

• Significant dilution to existing shareholders with 13.3M new shares at $0.15 per share
• Additional potential dilution from 26.7M total warrants if exercised
• Low offering price of $0.15 suggests weak market confidence

Insights

Financial Analyst

reAlpha raises $2M through heavily dilutive offering at $0.15/share with warrants, indicating significant financial pressure.

reAlpha's $2 million capital raise reveals concerning financial dynamics. The offering price of $0.15 per share suggests the company is operating from a position of weakness, likely facing cash constraints that necessitated this capital injection. The structure—combining shares with two series of warrants at the same $0.15 exercise price—significantly amplifies the dilutive impact beyond the initial 13.3 million shares. If all warrants are exercised, this could result in 40 million new shares, representing substantial dilution for existing shareholders.

The extremely low offering price indicates diminished market confidence in reAlpha's AI-powered real estate technology business model. For context, companies typically aim to minimize dilution by securing higher valuations, but reAlpha's approach suggests limited alternatives. The stated use of proceeds is notably broad, spanning working capital, debt repayment, acquisitions, and even cryptocurrency purchases—raising questions about strategic focus.

Particularly concerning is that this offering effectively prices reAlpha at a significant discount to any reasonable technology company valuation metrics. The inclusion of cryptocurrency investments as a potential use of proceeds adds speculative elements to an already precarious financial position. This capital raise appears to be a stopgap measure rather than a strategic growth investment, with the company prioritizing immediate liquidity over long-term shareholder value.

DUBLIN, Ohio, July 16, 2025 (GLOBE NEWSWIRE) -- reAlpha Tech Corp. (Nasdaq: AIRE) (the “Company” or “reAlpha”), an AI-powered real estate technology company, today announced the pricing of a 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 will 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. The closing of the offering is expected to occur on or about July 18, 2025, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting 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, are expected to be 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 are being 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 is being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A preliminary prospectus relating to the offering has been filed with the SEC. Electronic copies of the final prospectus, when available, 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 completion of the offering, the satisfaction of customary closing conditions related to the offering, 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 and price of reAlpha Tech Corp's (AIRE) public offering in July 2025?

reAlpha Tech Corp priced a $2 million public offering consisting of 13,333,334 shares at $0.15 per share, along with Series A-1 and A-2 warrants.

How many warrants are included in AIRE's July 2025 offering?

The offering includes two series of warrants: 13,333,334 Series A-1 warrants and 13,333,334 Series A-2 warrants, both with a $0.15 exercise price.

What is the expiration timeline for AIRE's Series A-1 and A-2 warrants?

Series A-1 warrants expire 5 years from stockholder approval, while Series A-2 warrants expire 24 months from stockholder approval.

How will reAlpha Tech Corp use the proceeds from its July 2025 offering?

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

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

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