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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). |
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 | |
