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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): November
12, 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 2.02
Results of Operations and Financial Condition.
On
November 12, 2025, reAlpha Tech Corp. (the “Company”) issued a press release regarding its financial results and business
highlights for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K (this “Form 8-K”).
The
Company is making reference to non-U.S. GAAP financial information in the press release. A reconciliation of U.S. GAAP to non-U.S. GAAP
results is provided in the attached Exhibit 99.1 press release.
The
information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for 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 into any other filing under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item
7.01 Regulation FD Disclosure.
The
information set forth in Item 2.02, including Exhibit 99.1, to this Form 8-K is incorporated herein by reference into this Item 7.01.
The
information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18
of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any
other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
Exhibit
Number |
|
Description |
| 99.1* |
|
Press Release, dated November 12, 2025. |
| 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 12, 2025 |
reAlpha Tech Corp. |
| |
|
|
| |
By: |
/s/ Michael
J. Logozzo |
| |
|
Michael J. Logozzo |
| |
|
Chief Executive Officer |
