Reverse split shrinks reAlpha Tech (NASDAQ: AIRE) share count
Rhea-AI Filing Summary
reAlpha Tech Corp. is implementing a 1-for-25 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on April 30, 2026. This will reduce outstanding common shares from approximately 134.12 million to about 5.36 million, with no change to authorized shares or par value.
The company states the split is intended to help its stock regain compliance with Nasdaq’s $1.00 minimum bid price requirement and the shares will continue trading under the symbol AIRE with a new CUSIP. Warrants, preferred stock, and equity awards will be proportionately adjusted, and fractional shares will be rounded up to the nearest whole share. An amendment also corrects the Series A Preferred Stock conversion formula so its Conversion Price and conversion share count adjust proportionately in connection with the split.
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Insights
reAlpha enacts a 1-for-25 reverse split to support Nasdaq bid-price compliance while adjusting preferred and derivative securities proportionately.
reAlpha Tech Corp. approved a 1-for-25 reverse stock split, effective on April 30, 2026. Outstanding common shares will decline from about 134.12 million to roughly 5.36 million, while authorized share counts and par value remain unchanged. The stated goal is to lift the per-share trading price to satisfy Nasdaq’s $1.00 minimum bid price requirement.
Economically, a reverse split does not change overall company value but concentrates it into fewer shares, affecting trading dynamics and optics. All preferred stock, warrants and equity awards will see their underlying share counts and exercise or conversion prices adjusted to maintain proportional economics, and fractional positions will be rounded up. A concurrent amendment to the Series A Convertible Preferred Stock’s Conversion Price formula ensures its conversion terms track future stock combinations or splits as intended.
8-K Event Classification
Key Figures
Key Terms
reverse stock split financial
Series A Convertible Preferred Stock financial
Conversion Price financial
Nasdaq Capital Market market
minimum bid price requirement regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information regarding the Charter Amendment and the Series A Preferred Stock Amendment (each as defined below) set forth below in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein in its entirety.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Reverse Stock Split
On April 28, 2026, reAlpha Tech Corp. (the “Company”) filed an amendment (the “Charter Amendment”) to its certificate of incorporation, as amended and restated, with the Secretary of State of Delaware to implement a 1-for-25 reverse stock split, such that every twenty-five (25) shares of the Company’s common stock, par value $0.001 per share (the “common stock”), will be combined into one (1) issued and outstanding share of common stock, with no change in the $0.001 par value per share (the “Reverse Stock Split”). The Reverse Stock Split was approved by the Company’s board of directors (the “Board”) and by the Company’s stockholders, with the Board authorized to determine the final reverse stock split ratio within the range approved by stockholders. The Reverse Stock Split will not reduce the number of authorized shares of common stock or preferred stock under the Company’s certificate of incorporation.
The Reverse Stock Split and Charter Amendment will be effective at 12:01 a.m., Eastern Time, on April 30, 2026. The Company expects that upon the opening of trading on April 30, 2026, the common stock will begin trading under its existing symbol “AIRE” on a post-split basis under CUSIP number 75607T204.
In accordance with the terms of the Company’s outstanding warrants, equity incentive plans and applicable award agreements, the number of shares of common stock underlying outstanding warrants and equity awards will be proportionately adjusted, and any exercise prices will be proportionately increased, to reflect the Reverse Stock Split. No fractional shares will be issued in connection with the Reverse Stock Split and stockholders of record who otherwise would be entitled to receive a fractional share will have such fractional interests rounded up to the nearest whole number of shares of common stock.
The foregoing description of the Charter Amendment is not complete and is subject to, and qualified in its entirety by, the complete text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated by reference herein.
Amendment to the Certificate of Designation
As previously reported, on February 20, 2025, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of Delaware, designating 1,000,000 shares of the Company’s preferred stock as Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”).
In connection with the Reverse Stock Split, on April 28, 2026, the Company filed an amendment to the Certificate of Designation with the Secretary of State of Delaware to be effective immediately upon filing (the “Series A Preferred Stock Amendment”), which was consented to and approved by the Board and the sole holder of the issued and outstanding shares of Series A Preferred Stock. The Series A Preferred Stock Amendment amends the Certificate of Designation to correct a drafting error in the formula set forth in the Certificate of Designation for the adjustment of the Conversion Price (as defined in the Certificate of Designation) of the Series A Preferred Stock upon any stock dividend, subdivision or combination of the Company’s outstanding shares of common stock, including in connection with the Reverse Stock Split. Specifically, the Series A Preferred Stock Amendment provides that, upon any such event, the Conversion Price will be adjusted by multiplying the Conversion Price by a fraction of which the numerator is the number of shares of common stock outstanding immediately before such event and the denominator is the number of shares of common stock outstanding after such event. As a result, upon effectiveness of the Reverse Stock Split, the Conversion Price of the Series A Preferred Stock will be proportionately increased and the number of shares of common stock issuable upon conversion of the Series A Preferred Stock will be proportionately reduced, in each case subject to the terms of the Certificate of Designation, as amended. Except as expressly provided in the Series A Preferred Stock Amendment, the terms and provisions of the Certificate of Designation remain in full force and effect.
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The foregoing descriptions of the Certificate of Designation and the Series A Preferred Stock Amendment are not complete and are subject to, and qualified in their entirety by, the complete text of the Certificate of Designation and the Series A Preferred Stock Amendment, as applicable. A copy of the Certificate of Designation was previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated February 24, 2025, and a copy of the Series A Preferred Stock Amendment is filed hereto as Exhibit 3.3 to this Current Report on Form 8-K, each of which is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On April 28, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation, as amended and restated, of reAlpha Tech Corp., filed with the Secretary of State of the State of Delaware on April 28, 2026. | |
| 3.2 | Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock filed with the Secretary of State of Delaware on February 20, 2025 (previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, dated February 24, 2025). | |
| 3.3 | Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock filed with the Secretary of State of Delaware on April 28, 2026. | |
| 99.1* | Press Release, dated April 28, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Furnished herewith. |
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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: April 28, 2026 | REALPHA TECH CORP. | |
| By: | /s/ Michael J. Logozzo | |
| Michael J. Logozzo | ||
| Chief Executive Officer | ||
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Exhibit 99.1
reAlpha (NASDAQ: AIRE) Announces 1-for-25 Reverse Stock Split to be Effective on April 30, 2026
1-for-25 Reverse Stock Split Intended to Support Compliance with Nasdaq’s Minimum Bid Price Requirement for Continued Listing
DUBLIN, OH, April 28, 2026 (GLOBE NEWSWIRE) – reAlpha Tech Corp. (Nasdaq: AIRE) (“reAlpha” or the “Company”), an AI-powered real estate technology company, today announced a 1-for-25 reverse stock split of its outstanding common stock. The reverse stock split will become effective at 12:01 a.m. ET on April 30, 2026. The common stock is expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market (“Nasdaq”) under the same symbol “AIRE” when the market opens on April 30, 2026, with the new CUSIP number 75607T204.
The reverse stock split was approved by the Company’s stockholders at its annual meeting of stockholders held on October 8, 2025. The reverse stock split is intended to increase the per share trading price of the Company’s common stock to regain compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq. The reverse stock split will reduce the number of outstanding shares of the Company’s common stock from approximately 134.12 million shares pre-reverse split to approximately 5.36 million shares post-reverse split.
The number of authorized shares of common stock and the par value per share will remain unchanged. As a result of the reverse stock split, every 25 shares of the Company’s pre-reverse split common stock will be combined and reclassified into one share of common stock. Proportionate voting rights and other rights of such holders will not be affected by the reverse stock split. No fractional shares will be issued in connection with the reverse stock split, and all such fractional interests held by stockholders of record will be rounded up to the nearest whole number of shares of common stock.
In accordance with the terms of the Company’s outstanding preferred stock, warrants, equity incentive plans and applicable award agreements, the number of shares underlying outstanding preferred stock, warrants and equity awards will be proportionately adjusted, and any conversion and exercise prices will be proportionately adjusted, to reflect the reverse stock split.
The Company’s transfer agent, VStock Transfer, LLC, is acting as exchange agent for the reverse stock split and will send instructions to stockholders of record regarding the exchange of certificates for common stock, if any, for uncertificated shares of common stock. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to the brokers’ particular processes, and generally will not be required to take any action in connection with the reverse stock split.
Additional information about the reverse stock split can be found in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on August 25, 2025 (the “Proxy Statement”). The Proxy Statement is available at www.sec.gov or at the Company’s website at www.realpha.com. Additional information regarding this reverse stock split will be included in a Current Report on Form 8-K to be filed by the Company with the SEC on or about the date hereof.
Forward-Looking Statements
This press release may contain forward-looking statements about the Company within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, reAlpha’s expectations regarding anticipated compliance with Nasdaq’s minimum bid price rules. You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may,” “will” or other similar expressions. While management has based any forward-looking statements included in this press release on its current expectations on reAlpha’s strategy, plans, intentions, performance, or future occurrences or results, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors, many of which are outside of reAlpha’s control, that could cause actual results to materially differ from such statements. Such risks, uncertainties and other factors include, but are not limited to, reAlpha’s ability to regain compliance with Nasdaq’s minimum bid price rule; reAlpha’s limited operating history and that reAlpha has not yet fully developed its AI-based technologies; the health of the U.S. residential real estate industry and changes in general economic conditions; reAlpha’s ability to pay contractual obligations; reAlpha’s liquidity, operating performance, cash flow and ability to secure adequate financing; reAlpha’s ability to maintain compliance with all Nasdaq listing rules; reAlpha’s ability to generate additional sales or revenue from having access to, or obtaining, additional U.S. states brokerage licenses; whether reAlpha’s technology and products will be accepted and adopted by its customers and intended users; reAlpha’s ability to commercialize its developing AI-based technologies; 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 successfully enter new geographic markets and 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 or any legal proceedings that may be instituted 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; the inability to maintain and strengthen reAlpha’s brand and reputation; reAlpha’s ability to enhance its operational efficiency, improve cross-functional coordination and support the reAlpha platform’s continued growth through the implementation of new internal processes and initiatives, including upgrades thereto; reAlpha’s ability to continue attracting loan officers and maintain its relationship with its REALTOR® affiliate to expand its operations nationally; 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; the inability to execute business objectives and growth strategies successfully or sustain reAlpha’s growth; the inability of reAlpha’s customers to pay for reAlpha’s services; reAlpha’s ability to obtain additional financing or access the capital markets on acceptable terms and conditions in the future; changes in applicable laws or regulations, including with respect to the real estate market, AI and AI technologies, and the impact of the regulatory environment and complexities with compliance related to such environment; reAlpha’s ability to effectively compete in the real estate and AI industries; and other risks and uncertainties indicated in reAlpha’s filings with the U.S. Securities and Exchange Commission (the “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.
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.
Media Contact:
Cristol Rippe, Chief Marketing Officer
media@realpha.com
Investor Relations Contact:
Adele Carey, VP of Investor Relations
InvestorRelations@reAlpha.com