reAlpha raises $5.5M from warrant exercises

reAlpha Tech Corp. reported that on September 11 and 12, 2025, a warrant holder fully exercised existing warrants to purchase 7,291,668 shares of common stock at an exercise price of $0.75 per share.

Accepted by SEC EDGAR 09/15/2025 - 04:21 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

reAlpha Tech Corp. reported that on September 11 and 12, 2025, a warrant holder fully exercised existing warrants to purchase 7,291,668 shares of common stock at an exercise price of $0.75 per share. These cash exercises generated aggregate gross proceeds of approximately $5.5 million for the company.

reAlpha plans to use the cash for working capital and general corporate purposes, which may include future acquisitions and capital expenditures. The resale of the shares issued on exercise of these warrants is covered by an effective Form S-3 registration statement and accompanying prospectus previously filed with the SEC.

Insights

Equity capital markets analyst

reAlpha receives $5.5M in cash from full warrant exercise.

reAlpha Tech Corp. received approximately $5.5 million in cash when a warrant holder exercised warrants for 7,291,668 shares at $0.75 per share. This converts a previously outstanding derivative security into common equity and brings in immediate capital without a new public offering.

The company states it intends to use the proceeds for working capital and general corporate purposes, including potential acquisitions and capital expenditures. This points to added funding flexibility, while the increased share count distributes ownership across a larger base. The underlying shares are already covered by an effective Form S-3 registration, so any future resales use an existing framework.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What event did reAlpha Tech Corp. (AIRE) report in this 8-K?

reAlpha Tech Corp. reported that a holder of existing warrants exercised those warrants for cash in full to purchase 7,291,668 shares of its common stock.

How much cash did reAlpha Tech Corp. (AIRE) receive from the warrant exercise?

The full cash exercise of the warrants resulted in aggregate gross proceeds of approximately $5.5 million to reAlpha Tech Corp.

What was the exercise price of the reAlpha (AIRE) warrants?

The warrants were exercised at an exercise price of $0.75 per share for an aggregate of 7,291,668 shares of common stock.

How does reAlpha Tech Corp. (AIRE) plan to use the $5.5 million in proceeds?

reAlpha intends to use the proceeds for working capital and general corporate purposes, which could include future acquisitions and capital expenditures.

Were the shares from the reAlpha (AIRE) warrant exercise registered for resale?

Yes. The resale of the common shares underlying the warrants was registered on a Form S-3 (File No. 333-287009), which was declared effective by the SEC on May 16, 2025, with a related prospectus filed on May 20, 2025.

When were the reAlpha Tech Corp. (AIRE) warrants exercised?

The warrants were exercised on September 11, 2025 and September 12, 2025 as disclosed in the 8-K.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): September 11, 2025

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 September 11, 2025 and September 12, 2025, a holder of existing warrants to purchase up to 7,291,668 shares of common stock of reAlpha Tech Corp. (the “Company”) issued on April 8, 2025 as part of the April 2025 warrant inducement transaction (the “Warrants”), exercised its Warrants for cash in full to purchase an aggregate of 7,291,668 shares of common stock at an exercise price per share of $0.75. This exercise of Warrants resulted in aggregate gross proceeds to the Company of approximately $5.5 million. The Company intends to use the proceeds from the exercise of these Warrants for working capital and general corporate purposes, which could include future acquisitions and capital expenditures. The resale of the shares of common stock underlying the Warrants was registered pursuant to a Registration Statement on Form S-3 (File No. 333-287009), which was declared effective by the Securities and Exchange Commission (the “SEC”) on May 16, 2025. The accompanying prospectus was filed with the SEC on May 20, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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: September 15, 2025	reAlpha Tech Corp.
	By:	/s/ Michael J. Logozzo
		Michael J. Logozzo
		Chief Executive Officer

2