reAlpha Tech Corp. (AIRE) restores Nasdaq market value compliance ahead of deadline

Rhea-AI Filing Summary

reAlpha Tech Corp. reported that it has regained compliance with Nasdaq’s minimum market value of listed securities requirement. Nasdaq notified the company in a letter dated September 22, 2025 that, based on the market value of listed securities for the 10 consecutive business days from September 8–19, 2025, reAlpha once again meets Listing Rule 5550(b)(2), which requires at least $35 million in market value of listed securities.

The company had previously been notified on July 1, 2025 that it was not in compliance and was given until December 29, 2025 to remedy the deficiency. Nasdaq’s latest letter confirms the deficiency has been cured and the matter is now considered closed. On September 23, 2025, reAlpha issued a press release announcing its return to compliance.

Insights

Equity Markets & Listing Standards Analyst

reAlpha removed a Nasdaq listing compliance overhang by restoring required market value.

The company discloses that Nasdaq has confirmed reAlpha Tech Corp. now meets the Nasdaq Capital Market’s minimum market value of listed securities requirement of $35 million under Listing Rule 5550(b)(2). This follows a prior July 1, 2025 notice that the company had fallen below this standard and had until December 29, 2025 to regain compliance.

With Nasdaq’s letter dated September 22, 2025, the exchange states the market value test was satisfied for 10 consecutive business days from September 8–19, and that the deficiency matter is closed. This removes the immediate risk, described earlier, of potential delisting based on that specific criterion. Future status will continue to depend on the company’s market value remaining at or above the applicable threshold under Nasdaq rules.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 22, 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.

Nasdaq Compliance

On September 22, 2025, reAlpha Tech Corp. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based on the market value of listed securities for the previous 10 consecutive business days, from September 8, 2025 through September 19, 2025, the Company had regained compliance with Nasdaq Listing Rule 5550(b)(2), which requires companies listed on The Nasdaq Capital Market to maintain a minimum market value of listed securities of at least $35 million (the “MVLS Requirement”).

As previously reported, on July 1, 2025, the Company received written notice from the Staff that, based on the Company’s market value of listed securities for the previous 30 consecutive business days, as of July 1, 2025, the Company was not in compliance with the MVLS Requirement. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was given 180 calendar days, or until December 29, 2025, to remedy the MVLS Requirement deficiency. The Letter serves as confirmation that the Company has remedied the MVLS Requirement deficiency and that the Staff now considers the matter closed.

Press Release

On September 23, 2025, the Company issued a press release announcing that it had regained compliance with the MVLS Requirement. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1*		Press Release, dated September 23, 2025.
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: September 23, 2025	reAlpha Tech Corp.
	By:	/s/ Michael J. Logozzo
		Michael J. Logozzo
		Chief Executive Officer

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FAQ

What Nasdaq requirement did reAlpha Tech Corp. (AIRE) regain compliance with?

reAlpha Tech Corp. regained compliance with Nasdaq Listing Rule 5550(b)(2), which requires a minimum market value of listed securities of at least $35 million for companies on The Nasdaq Capital Market.

When did Nasdaq confirm that reAlpha Tech Corp. (AIRE) was back in compliance?

Nasdaq’s Listing Qualifications Staff sent a letter dated September 22, 2025 confirming that reAlpha Tech Corp. had regained compliance with the market value of listed securities requirement.

Why was reAlpha Tech Corp. (AIRE) previously out of compliance with Nasdaq rules?

On July 1, 2025, Nasdaq notified reAlpha Tech Corp. that, based on its market value of listed securities over the prior 30 consecutive business days, the company was not meeting the $35 million minimum required by Listing Rule 5550(b)(2).

How did reAlpha Tech Corp. (AIRE) cure its Nasdaq market value deficiency?

Nasdaq determined that reAlpha Tech Corp.’s market value of listed securities met the required level for 10 consecutive business days, from September 8, 2025 through September 19, 2025, satisfying the condition to regain compliance.

What deadline had Nasdaq originally given reAlpha Tech Corp. (AIRE) to fix the deficiency?

Under Nasdaq Listing Rule 5810(c)(3)(A), reAlpha Tech Corp. was given 180 calendar days, until December 29, 2025, to remedy the market value of listed securities deficiency.

Did reAlpha Tech Corp. (AIRE) issue a press release about regaining Nasdaq compliance?

Yes. On September 23, 2025, reAlpha Tech Corp. issued a press release announcing that it had regained compliance with Nasdaq’s market value of listed securities requirement, which is furnished as Exhibit 99.1.