false
0001859199
0001859199
2026-11-05
2026-11-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): November 5, 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 5.07 Submission of Matters to a Vote of Security Holders.
On
November 5, 2026, reAlpha Tech Corp. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”).
At the beginning of the Annual Meeting, there were 3,083,222 shares of the Company’s common stock (on an as-converted basis) present
or represented by proxy at the Annual Meeting, consisting of (i) 3,072,764 shares of the Company’s common stock, par value $0.001
per share (the “Common Stock”), and (ii) 10,458 shares of Common Stock underlying the Company’s series A convertible
preferred stock, par value $0.001 per share (the “Series A Preferred Stock”), which represented approximately 51.24% of the
voting power of the Company’s outstanding shares of voting stock entitled to vote at the Annual Meeting, and which constituted a
quorum for the transaction of business. Holders of Common Stock were entitled to cast one vote per share, and the holder of Series A Preferred
Stock was entitled to cast a number of votes equal to the number of shares of Common Stock into which such shares of Series A Preferred
Stock were convertible, or 10,458 votes, in each case as of the close of business on September 11, 2026. Summarized below are the final
voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting. The six (6) proposals below are each described
in more detail in the definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September 25,
2026, as supplemented on October 21, 2026.
Proposal 1. Election
of Directors.
| Nominee Name | |
For | | |
Withheld | | |
Broker
Non-Votes | |
| Giri Devanur | |
| 1,861,169 | | |
| 213,856 | | |
| 1,008,197 | |
| Michael J. Logozzo | |
| 1,876,612 | | |
| 198,413 | | |
| 1,008,197 | |
| Dimitrios Angelis | |
| 1,860,458 | | |
| 214,567 | | |
| 1,008,197 | |
| Prabhu Antony | |
| 1,879,424 | | |
| 195,601 | | |
| 1,008,197 | |
| Balaji Swaminathan | |
| 1,878,424 | | |
| 196,601 | | |
| 1,008,197 | |
Each
of the five nominees for director was elected to serve as a director until the election and qualification of his successor or until his
earlier death, resignation, or removal.
Proposal 2. Ratification
of GBQ Partners, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| For |
|
Against |
|
Abstentions |
| 2,974,523 |
|
63,413 |
|
45,284 |
There were no broker non-votes
on this proposal.
The
Company’s stockholders ratified the appointment of GBQ Partners, LLC as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2026.
Proposal 3. Approval
of an amendment to the Company’s second amended and restated certificate of incorporation, as amended, to, at the discretion of
the Company’s board of directors (the “Board”), effect a reverse stock split of the Company’s issued and outstanding
shares of Common Stock, at any time prior to the one-year anniversary date of the approval by the stockholders of such proposal, at a
ratio ranging from one-for-two (1:2) to one-for-fifty (1:50), with the exact ratio to be set within that range at the discretion of the
Board without further approval or authorization of the Company’s stockholders (the “Reverse
Stock Split Proposal”).
| For |
|
Against |
|
Abstentions |
| 2,520,274 |
|
467,007 |
|
95,941 |
There were no broker non-votes
on this proposal.
The
Company’s stockholders approved the Reverse Stock Split Proposal.
Proposal 4. Approval,
for purposes of complying with Nasdaq Listing Rules 5635(a) and 5635(d), of the issuance of shares of Common Stock in excess of 19.99%
of the Company’s issued and outstanding Common Stock immediately prior to the execution of that certain Agreement and Plan of Merger,
dated as of November 21, 2025, relating to the Company’s merger with Prevu, Inc. (“Prevu,” and such merger, the “Prevu
Merger”) (such proposal, the “Prevu Nasdaq 20% Issuance Proposal”).
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 1,255,725 |
|
89,148 |
|
114,583 |
|
1,008,197 |
In
accordance with the Nasdaq Listing Rules, the former stockholders of Prevu that received shares of Common Stock as consideration in the
Prevu Merger were not entitled to vote on this proposal, and the votes reported above exclude the aggregate number of shares of Common
Stock received by such stockholders in connection with the Prevu Merger. The Company’s stockholders approved the Prevu Nasdaq 20%
Issuance Proposal.
Proposal 5. Approval,
for purposes of complying with Nasdaq Listing Rules 5635(a) and 5635(d), of the issuance of shares of Common Stock in excess of 19.99%
of the Company’s issued and outstanding Common Stock immediately prior to the execution of that certain Amended and Restated
Agreement and Plan of Merger, dated as of August 17, 2026, in connection with the Company’s merger with InstaMortgage Inc.
(“InstaMortgage,” and such merger, the “InstaMortgage Merger”) (such proposal,
the “InstaMortgage Nasdaq 20% Issuance Proposal,” and together with the Prevu Nasdaq 20% Issuance Proposal, the “Nasdaq
20% Issuance Proposals”).
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 1,804,416 |
|
52,222 |
|
98,483 |
|
1,008,197 |
In
accordance with the Nasdaq Listing Rules, the former stockholders of InstaMortgage that received shares of Common Stock as consideration
in the InstaMortgage Merger were not entitled to vote on this proposal, and the votes reported above exclude the aggregate number of shares
of Common Stock received by such stockholders in connection with the InstaMortgage Merger. The Company’s stockholders approved
the InstaMortgage Nasdaq 20% Issuance Proposal.
Proposal 6. Approval
to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies
in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Reverse Stock Split Proposal
and/or the Nasdaq 20% Issuance Proposals, or in the absence of a quorum (the “Adjournment
Proposal”).
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 2,622,668 |
|
163,067 |
|
85,221 |
|
0 |
There were no broker non-votes
on this proposal.
The
Company’s stockholders approved the Adjournment Proposal, but such adjournment was not necessary in light of the
approval of the Reverse Stock Split Proposal and the Nasdaq 20% Issuance Proposals at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
| |
|
| 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: November 6, 2026 |
reAlpha Tech Corp. |
| |
|
|
| |
By: |
/s/ Michael J. Logozzo |
| |
|
Michael J. Logozzo |
| |
|
Chief Executive Officer |
3
