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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange
Act of 1934
Date of Report (date
of earliest event reported): May 14, 2026
reAlpha Tech Corp.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-41839 |
|
86-3425507 |
(State or other jurisdiction of incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification Number) |
6515 Longshore Loop,
Suite 100, Dublin, OH 43017
(Address of principal
executive offices and zip code)
(707) 732-5742
(Registrant’s
telephone number, including area code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
AIRE |
|
The Nasdaq Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
On
May 14, 2026, reAlpha Tech Corp. (the “Company”) received a letter from The Nasdaq Stock Market LLC stating that, because
the Company’s common stock had a closing bid price at or above $1.00 per share for a minimum of ten (10) consecutive business
days, the Company regained compliance with the minimum bid price requirement of $1.00 per share for continued listing on the Nasdaq Capital
Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”), and that the matter is
now closed.
On
the same date, the Company issued a press release announcing that it has regained compliance with the Minimum Bid Price Requirement, a
copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Press Release, dated May 14, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| Date: May 14, 2026 |
reAlpha Tech Corp. |
| |
|
|
| |
By: |
/s/ Michael J. Logozzo |
| |
|
Michael J. Logozzo |
| |
|
Chief Executive Officer |
2
Exhibit 99.1

reAlpha (NASDAQ: AIRE) Regains Compliance with
Nasdaq Minimum Bid Price Requirement
DUBLIN, Ohio, May 14, 2026 (GLOBE NEWSWIRE)
– reAlpha Tech Corp. (Nasdaq: AIRE) (“reAlpha” or the “Company”), an AI-powered real estate technology company,
today announced that it received written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) on May
14, 2026, confirming that the Company has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2)
for continued listing on The Nasdaq Capital Market.
To regain compliance with the minimum bid price
requirement, the Company’s shares of common stock were required to maintain a closing bid price of $1.00 or more for at least 10 consecutive
business days. The Notice confirmed that reAlpha maintained a closing bid price of at least $1.00 for 10 consecutive business days, from
April 30, 2026 through May 13, 2026, thereby regaining compliance with the minimum bid price requirement. Accordingly, Nasdaq has determined
that the matter is now closed.
As a result, the Company’s common stock
will remain listed and continue to trade on the Nasdaq Capital Market under the symbol “AIRE.”
About reAlpha Tech Corp.
reAlpha Tech Corp. (Nasdaq: AIRE) is an AI-powered real estate technology company that aims to transform 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
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 maintain compliance with applicable Nasdaq listing standards; 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; 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 enhance its operational
efficiency, improve cross-functional coordination and support the reAlpha platform’s continued growth through the implementation
of its new internal organizational structure; any accidents or incidents involving cybersecurity breaches and incidents; the availability
of rebates, which may be limited or restricted by state law; risks specific to AI-based technologies, including potential inaccuracies,
bias, or regulatory restrictions; risks related to data privacy, including evolving laws and consumer expectations; the inability to accurately
forecast demand for AI-based real estate-focused products; reAlpha’s ability to obtain additional financing or access the capital
markets to fund its ongoing operations on acceptable terms and conditions; 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 filings with the Securities and Exchange Commission (“SEC”). 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:
Payton Cuddy, Senior
Marketing Manager
media@realpha.com
Investor Relations
Contact:
Adele Carey, VP of Investor
Relations
investorrelations@realpha.com