reAlpha Tech Corp. (AIRE) SEC Filings

reAlpha Tech Corp. is asking stockholders to vote at its virtual annual meeting on November 5, 2026, on five director seats, auditor ratification, a proposed additional reverse stock split, two merger-related share-issuance proposals, and adjournment authority. The board recommends voting FOR each proposal.

The proposed reverse split would let the board choose a ratio from one-for-two (1:2) to one-for-fifty (1:50) before the one-year anniversary of stockholder approval, without another stockholder vote. The Prevu and InstaMortgage proposals seek approval for common-share issuances exceeding 19.99% of shares outstanding immediately before execution of the respective merger agreements. reAlpha already effected a 1-for-25 reverse split on April 30, 2026.

September 11, 2026 is the record date: 6,006,624 common shares and 256,125 Series A preferred shares were outstanding; the preferred shares were convertible into an aggregate 10,458 common shares on that date. Each common share carries one vote.

reAlpha Tech Corp. (AIRE) completed its acquisition of InstaMortgage Inc. on August 19, 2026, with InstaMortgage surviving as a wholly owned subsidiary. The amendment includes InstaMortgage’s audited historical statements, unaudited interim statements and unaudited pro forma combined financial information.

For the six months ended June 30, 2026, InstaMortgage reported $4,475,511 in revenue, versus $2,429,102 a year earlier, and net income of $191,538, versus a $250,659 net loss. Operating cash flow was $120,198, compared with $298,113 used in operations in the prior-year period. These are figures for the acquired business.

At June 30, 2026, InstaMortgage reported $12,464,937 of loans held for sale and $12,463,955 advanced under warehouse lines of credit, against $13,000,000 of total available credit. About 71% of its loan originations were in Virginia, Texas, New Jersey and Maryland.

reAlpha Tech Corp. (AIRE) is calling a virtual 2026 annual stockholder meeting on November 5, 2026 at 9:00 a.m. Eastern to vote on six main proposals. Stockholders will elect five directors and ratify GBQ Partners, LLC as independent auditor for 2026.

The board is also asking authority to amend the certificate of incorporation to implement, at its discretion, a reverse stock split of common stock in a range of 1‑for‑2 to 1‑for‑50 at any time within one year after approval. Separate proposals seek stockholder approval, under Nasdaq Listing Rules 5635(a) and 5635(d), for potential issuances of common stock exceeding 19.99% of pre‑transaction outstanding shares in connection with the previously executed Prevu and InstaMortgage mergers, excluding the respective target stockholders from each vote. An adjournment proposal would allow more time to solicit votes if needed.

Holders of record on September 11, 2026 may vote; as of that date there were 6,006,624 shares of common stock and 256,125 shares of Series A Preferred Stock outstanding, each share carrying one vote, and directors and executive officers beneficially owned about 21.53% of the common stock.

reAlpha Tech Corp. (AIRE) disclosed that on April 23, 2026, its compensation committee approved a structured program of annual restricted stock unit grants for fiscal year 2026 under the 2022 Equity Incentive Plan. Each RSU represents one share of common stock issued upon vesting and settlement.

The RSU grants cover executive officers and certain other employees, with quarterly grant-date values for executives of $62,500 for Executive Chairman Giri Devanur, $75,000 for CEO and President Michael J. Logozzo, and $68,750 for CFO Thomas J. Kutzman Jr., each equal to 25% of base salary. For each fiscal quarter, the number of RSUs equals the applicable dollar amount divided by the volume‑weighted average closing price over the 10 trading days ending on the grant date, which is 30 days after quarter end.

For each quarterly grant, 50% of the RSUs vest 12 months after the grant date and the remaining 50% vest in four equal quarterly installments over the following 12 months, subject to continuous service; unvested RSUs are forfeited upon separation. The company notes the 8‑K was filed inadvertently late and references its standard RSU award agreement previously filed as an exhibit.

reAlpha Tech Corp. (AIRE) filed a Form D for an exempt private equity offering under Rule 506(b) of Regulation D. The notice is a new filing, with the first sale occurring on August 19, 2026.

The transaction is made in connection with the acquisition of InstaMortgage Inc. reAlpha reports a $1,500,000 total amount sold and up to an additional $5,000,000 remaining to be sold, payable in shares of common stock at the company’s discretion over 36 months after closing. No finders’ fees are reported.

reAlpha Tech Corp. (AIRE) completed its acquisition of InstaMortgage Inc. on August 19, 2026 under an Amended and Restated Merger Agreement. The Stockholders of InstaMortgage are entitled to an Aggregate Merger Consideration of $8,500,000, subject to closing adjustments.

The package includes $500,000 in cash at closing, $1,500,000 in common stock (119,903 shares valued at a VWAP of $12.51), and $6,500,000 in bi-annual installments over three years, payable in cash or stock at the company’s discretion, with at least $1,500,000 of these installments in cash. All merger-related shares are restricted from transfer for six months after issuance and, for Nasdaq Listing Rule 5635 compliance, total issuable shares are capped at 1,176,267 shares (19.99% of pre-transaction outstanding) and 4.99% beneficial ownership per Stockholder without further approvals.

reAlpha and InstaMortgage waived the closing condition tied to two outstanding state regulatory approvals. Those two states represented 0.82% and 20.49% of InstaMortgage’s loan origination volume for the six months ended June 30, 2026, and 1.93% and 22.59% for 2025. reAlpha discloses that delayed or denied approvals, or findings regarding closing before approval, could lead to fines, business restrictions, or cessation of operations in one or both states, which could materially and adversely affect its business and results.

reAlpha Tech Corp. (symbol: AIRE) is the issuer of record for a Form 8-K filing submitted to the SEC.

reAlpha Tech Corp., an AI-powered real estate technology company, reported second-quarter 2026 results showing higher efficiency but continuing losses. For the quarter ended June 30, 2026, revenue was $1.11 million compared with $1.25 million a year earlier, while gross margin expanded to 66%. Total transaction volume over the trailing twelve months rose 70% to $150.4 million, reflecting expansion of reAlpha Mortgage and the broader footprint following the Prevu acquisition.

Operating expenses declined approximately 23% year-over-year, contributing to a narrower quarterly net loss of $3.05 million versus $4.82 million in 2025. For the first half of 2026, net loss was $7.39 million and Adjusted EBITDA was $(6.06) million. Cash fell to $2.23 million at June 30, 2026 from $7.78 million at year-end 2025, and total stockholders’ equity declined to $5.58 million from $11.50 million. Management emphasized restructuring actions, cost controls, and an upcoming InstaMortgage acquisition as part of a strategy to build a leaner, more focused, vertically integrated real estate services platform.

reAlpha Tech Corp. reported a net loss of $7.39 million for the six months ended June 30, 2026, compared with a loss of $7.67 million a year earlier. Revenue declined to $1.95 million from $2.18 million as both technology and homebuying services remained relatively small in scale.

Cash fell to $2.23 million from $7.78 million at year-end 2025, and total assets decreased to $15.1 million from $21.7 million, driven mainly by cash use and amortization of intangibles. Stockholders’ equity dropped to $5.6 million, while a Level 3 derivative liability tied to Series A preferred stock increased to $4.76 million.

The company implemented a restructuring, cutting about 25% of its global workforce and incurring $68,244 in severance and related costs. Management disclosed that recurring losses, negative operating cash flows, limited liquidity, and reliance on external financing raise substantial doubt about its ability to continue as a going concern. A 1‑for‑25 reverse stock split restored compliance with Nasdaq’s minimum bid price rule.