reAlpha Tech Corp.'s SEC filings document an AI-powered real estate technology company with Nasdaq-listed common stock and an emerging growth company reporting status. Recent 8-K filings cover financial results, business highlights, non-GAAP reconciliations, investor presentation materials and operating updates tied to the company’s homebuying platform, mortgage brokerage, realty services and AiChat technology operations.
The filings also record capital-structure and governance matters, including a 1-for-25 reverse stock split, charter amendments, Nasdaq listing-rule notifications, audit committee composition, executive separation arrangements and restructuring actions. These disclosures describe material events affecting reAlpha’s reporting obligations, board oversight, equity structure and operating cost profile.
reAlpha Tech Corp. (AIRE) reported that shareholders at its November 5, 2026 annual meeting elected all five director nominees and ratified GBQ Partners, LLC as the independent registered public accounting firm for fiscal 2026. Shareholders authorized the board, at its discretion, to effect a reverse split of issued and outstanding common stock at a ratio from one-for-two (1:2) to one-for-fifty (1:50), at any time before the one-year anniversary of approval.
Shareholders approved proposals for issuance of common stock in excess of 19.99% of the issued and outstanding common stock immediately before each of the Prevu and InstaMortgage merger agreements, for Nasdaq listing-rule purposes. They also approved the adjournment proposal, though an adjournment was not necessary after the reverse-split and both issuance proposals passed. A total of 3,083,222 shares of common stock on an as-converted basis were present or represented, equal to approximately 51.24% of voting power and sufficient for a quorum.
reAlpha Tech Corp. commenced a best efforts public offering of 4,375,000 shares or pre-funded warrants in lieu, comprising 1,361,028 common shares and warrants to purchase up to 3,013,972 shares. Common shares are priced at $0.40 and warrants at $0.3999. The warrants are immediately exercisable at $0.0001 per share, subject to a 4.99% or 9.99% cap on holder and affiliate beneficial ownership immediately after exercise, as applicable.
Gross proceeds are expected to be approximately $1.75 million before fees and expenses, excluding net proceeds, if any, from warrant exercises. Net proceeds are intended for working capital and general corporate purposes, which could include operations, growth initiatives, capital expenditures, potential acquisitions or investments, and litigation or claims settlement. Closing is expected on or about November 4, 2026, subject to customary conditions.
For 180 days after closing, subject to exceptions, the company agreed to restrictions on equity issuances, registration statements, asset dispositions above $10,000 and Variable Rate Transactions. Its directors and executive officers agreed to 45-day restrictions on dispositions of company securities, subject to exceptions. The company agreed to pay Maxim Group LLC, the exclusive placement agent, a 6.0% cash fee and up to $150,000 for counsel fees and other out-of-pocket expenses.
reAlpha Tech Corp. is offering 1,361,028 common shares and pre-funded warrants to purchase up to 3,013,972 shares, at $0.40 per share and $0.3999 per warrant. Each warrant is exercisable for one share at $0.0001 upon issuance, until all warrants are exercised. Warrants may replace shares when a purchaser’s beneficial ownership with affiliates and certain related parties would exceed 4.99%, or 9.99% at the purchaser’s election; the offering also covers common shares issuable upon exercise.
This best-efforts offering has no minimum closing amount or escrow; the placement agent is not required to buy securities or arrange a specific sale amount. reAlpha estimates net proceeds of approximately $1.35 million after fees and estimated expenses, assuming no warrant exercise, but actual proceeds may be substantially less. Proceeds are intended for working capital and general corporate purposes.
Management and its auditor report substantial doubt about reAlpha’s ability to continue as a going concern. Without anticipated offering proceeds, current cash is expected to fund projected needs for less than one month. If all offered securities are sold, proceeds are expected to fund operating expenses and working capital for approximately three months. Stated dilution to new investors is approximately $1.34 per share, assuming full exercise of the pre-funded warrants.
reAlpha Tech Corp. (AIRE) director Antony Prabhu received 22,106 shares of common stock on October 30, 2026, as quarterly compensation for services as a non-executive director for the quarter ended September 30, 2026. The award was made under the company’s director compensation policy and 2022 Equity Incentive Plan. His directly held shares totaled 36,690 after the award.
reAlpha Tech Corp. director Dimitrios Angelis received an award of 22,106 common shares as quarterly compensation for the quarter ended September 30, 2026. His direct holdings after the award were 41,750 shares. The share count was determined using a 10-day volume weighted average closing price of $0.8482 per share for the period ending October 30, 2026, under the issuer’s 2022 Equity Incentive Plan.
ReAlpha Tech Corp. (AIRE) director Balaji Swaminathan acquired 22,106 shares of common stock on October 30, 2026, as quarterly compensation for his service as a non-executive director. His directly held position after the award was 41,750 shares. The number of shares awarded was determined using a 10-day volume weighted average closing price of $0.8482 for the period ending on and including October 30, 2026.
reAlpha Tech Corp. common stock is the subject of an ownership report by Alumni Capital LP, which reports beneficial ownership of 736,028 shares. The Fund acquired the shares under a Securities Purchase Agreement dated November 3, 2026.
Alumni Capital GP LLC, the Fund’s general partner, and Ashkan Mapar, the general partner’s controlling person, each report the same shares, with shared voting and dispositive power. The agreement limits the Fund from acquiring shares that would cause its beneficial ownership to exceed 9.99%. Certain pre-funded warrants delivered to the Fund under the agreement are excluded from the reported share count.
reAlpha Tech Corp. (AIRE) is offering on a best-efforts basis up to $3,000,000 of common stock, or up to 2,727,272 shares, at an assumed price of $1.10 per share. Purchasers whose share purchase would exceed a 4.99% beneficial ownership limit may instead receive pre-funded warrants; purchasers may elect a 9.99% limit. Each warrant is exercisable for one share at $0.0001, and common shares offered decrease one-for-one for each warrant sold. The offering also includes shares issuable upon exercise.
The offering has no minimum sale requirement or escrow arrangement and may be terminated by the company at any time; otherwise, it ends November 15, 2026. A full sale of common shares at the assumed price, with no pre-funded warrants sold, is estimated to yield $2.52 million in net proceeds for working capital and general corporate purposes. Without offering proceeds, the company expects current cash to support less than one month of projected operating requirements; under the full-sale assumption, proceeds are expected to provide approximately four months of additional liquidity. The company and its independent auditor disclosed substantial doubt about its ability to continue as a going concern, and the company says it will need substantial additional funding even if all securities are sold.
reAlpha Tech Corp. (AIRE) approved an updated non-executive director compensation policy, effective March 9, 2026, under which non-executive directors are eligible to receive $100,000 in total annual compensation. The package consists of $75,000 in common-stock awards and $25,000 in cash.
Stock awards are issued in quarterly installments of $18,750 on January 30, April 30, July 30 and October 30. The number of shares for each installment is calculated by dividing $18,750 by the 10-day volume weighted average price of common stock reported on Nasdaq, ending on and including the grant date. Cash compensation is payable in quarterly installments of $6,250 on the same dates.