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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): October 20, 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.
As of October 20, 2025, reAlpha
Tech Corp. (the “Company”) has issued 35,845,285 shares of common stock of the Company to holders exercising their rights
pursuant to certain warrants. This amount is in addition to the 7,291,668 shares of common stock issued between September 11 and September
12, 2025 and previously reported on the Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September
15, 2025. Between September 12, 2025 and October 15, 2025, certain holders of existing warrants exercised their rights to purchase up
to: (i) 230,000 shares of common stock of the Company issued on April 8, 2025 as part of the April 2025 warrant inducement transaction
(the “Inducement Warrants”) at an exercise price per share of $0.75; (ii) 21,863,616 shares of the common stock of the Company
issued on July 18, 2025 as part of a best efforts public offering (the “July 2025 Warrants”) at an exercise price per share
of $0.15; (iii) 10,752,859 shares of common stock of the Company issued on July 22, 2025 as part of a concurrent private placement and
registered direct offering (the “Concurrent Offering”) at an exercise price per share of $0.35 (the “Private Placement
Warrants”); and (iv) 617,856 shares of the common stock of the Company issued on July 22, 2025 to the placement agent as partial
consideration in connection with the Concurrent Offering (the “Placement Agent Warrants”) at an exercise price per share of
$0.4375 (collectively, the “Exercises”).
As of October 20, 2025, the
exercise of the Inducement Warrants, July 2025 Warrants, Private Placement Warrants and the Placement Agents Warrants resulted in aggregate
gross proceeds to the Company of approximately $8.3 million.
The resale of the shares of
common stock underlying the: (i) Inducement Warrants was registered pursuant to a Registration Statement on Form S-3 (File No. 333-287009),
which was declared effective by the SEC on May 16, 2025, with the accompanying prospectus filed with the SEC on May 20, 2025,
and (ii) Private Placement Warrants and the Placement Agent Warrants was registered pursuant to a Registration Statement on Form
S-1 (File No. 333-287009), which was declared effective by the SEC on September 12, 2025.
The Company was also required
to obtain stockholder approval for the issuance of the shares underlying the July 2025 Warrants for purposes of complying with Nasdaq
Listing Rule 5635(d). The requisite stockholder approval was obtained on October 8, 2025 at the Company’s annual stockholder meeting.
As
of October 20, 2025, after giving effect to the Exercises, the Company has 126,495,220 shares of common stock outstanding.
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: October 20, 2025 |
reAlpha Tech Corp. |
| |
|
|
| |
By: |
/s/ Michael J. Logozzo |
| |
|
Michael J. Logozzo |
| |
|
Chief Executive Officer |
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