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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 3, 2026
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
1.01. Entry into a Material Definitive Agreement.
On
November 3, 2026, reAlpha Tech Corp. (the “Company”) commenced a best efforts public offering (the “Offering”)
of (i) 1,361,028 shares (the “Shares”) of its common stock, par value $0.001 per share (“Common Stock”), and
(ii) pre-funded warrants to purchase up to an aggregate of 3,013,972 shares of Common Stock (the “Warrants,” and the shares
of Common Stock issuable upon exercise thereof, the “Warrant Shares”) in lieu of Shares. Each Share was sold at a public
offering price of $0.40, and each Warrant was sold at a public offering price of $0.3999.
The
Warrants are immediately exercisable for one share of Common Stock at an exercise price of $0.0001 per share and will remain exercisable
until the Warrants are exercised in full. The exercise price of the Warrants and number of Warrant Shares are subject to adjustment in
the event of certain stock dividends and distributions, stock splits, stock combinations or similar events.The holder will not have the
right to exercise any portion of the Warrants if the holder (together with its affiliates) would beneficially own in excess of 4.99%
or 9.99%, as applicable, of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such
percentage ownership is determined in accordance with the terms of the Warrants.
The
Offering is expected to close on or about November 4, 2026, subject to the satisfaction of customary closing conditions. The gross
proceeds of the Offering, before deducting the fees and expenses of the Placement Agent (as defined below), described in more detail
below, and other offering expenses payable by the Company, and excluding the net proceeds, if any, from the exercise of the
Warrants, is expected to be approximately $1.75 million. The Company intends to use the net proceeds from the Offering for working
capital and general corporate purposes, which could include funding operations, supporting growth initiatives, capital expenditures,
potential acquisitions, investments in complementary business or technologies, or in connection with the settlement of litigation or
claims.
In
connection with the Offering, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with
an accredited investor on November 3, 2026. Pursuant to the Purchase Agreement, the Company agreed not to issue, enter into any
agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for shares of Common Stock or file any registration statement or any amendment or supplement thereto or
sell, transfer, or dispose of any assets owned by the Company or any subsidiary of the Company valued in excess of $10,000 for 180
days after the closing date of the Offering, subject to certain exceptions. In addition, the Company has agreed not to effect or
enter into an agreement to effect any issuance of Common Stock or any securities convertible into or exercisable or exchangeable for
shares of Common Stock involving a Variable Rate Transaction (as defined in the Purchase Agreement) until 180 days after the closing
date of the Offering, subject to certain exceptions. Additionally, pursuant to the terms of the Purchase Agreement, each of the
Company’s directors and executive officers entered into lock-up agreements that prohibit the sale, transfer, or other
disposition of securities of the Company for a period of 45 days following the closing of the Offering, subject to certain
exceptions.
The
Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the purchaser, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities
Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in
the Purchase Agreement were made only for the purposes of such agreements and as of specific dates, were solely for the benefit of the
parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
Maxim
Group LLC (the “Placement Agent”) is acting as the exclusive placement agent in connection with the Offering. Pursuant to
that certain Placement Agency Agreement, dated November 3, 2026 (the “Placement Agreement”), between the Company and the
Placement Agent, the Company agreed to pay the Placement Agent in connection with the Offering a cash fee equal to 6.0% of the aggregate
gross proceeds raised in the Offering, up to $150,000 for fees and expenses of the Placement Agent’s counsel and other out of pocket
expenses.
The
Shares, the Warrants and the Warrant Shares are being offered and sold by the Company pursuant to a Registration Statement on Form S-1
(File No. 333-299576) originally filed on October 22, 2026 (including the prospectus forming a part of such Registration Statement),
with the Securities and Exchange Commission (the “SEC”) under the Securities Act, and declared effective by the SEC on November
3, 2026.
The
foregoing descriptions of the Placement Agreement, the Warrants and the Purchase Agreement are not complete and are qualified in their entirety
by reference to the full text of the form of Placement Agreement, the Warrants and the Purchase Agreement, copies of which are filed
as Exhibits 1.1, 4.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
This
Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale, of
the securities referred to herein in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state or other jurisdiction.
Item
8.01. Other Events.
On
November 3, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and are hereby incorporated by reference herein.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 1.1 |
|
Placement Agency Agreement |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 99.1 |
|
Press Release, dated November 3, 2026 |
| 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 4, 2026 |
reAlpha Tech Corp. |
| |
|
|
| |
By: |
/s/ Michael
J. Logozzo |
| |
|
Michael J. Logozzo |
| |
|
Chief Executive Officer |
Exhibit 99.1
reAlpha Tech Corp. Announces Pricing of $1.75
Million Public Offering
DUBLIN, Ohio, November 3, 2026 (GLOBE NEWSWIRE)
-- reAlpha Tech Corp. (Nasdaq: AIRE) (the “Company” or “reAlpha”), an AI-powered real estate technology company,
today announced the pricing of a public offering of 4,375,000 shares of its common stock (or pre-funded warrants in lieu thereof) at a
public offering price of $0.40 per share (the “Offering”). The closing of the Offering is expected to occur on or about November
4, 2026, subject to the satisfaction of customary closing conditions.
Maxim Group LLC is acting as the sole placement
agent for the Offering.
The gross proceeds from the Offering, before deducting
the placement agent’s fees and other offering expenses payable by the Company, are expected to be approximately $1.75 million. The
Company intends to use the net proceeds from the Offering for working capital and for general corporate purposes, which could include
funding operations, supporting growth initiatives, capital expenditures, potential acquisitions, investments in complementary businesses
or technologies, or in connection with the settlement of the Company’s litigation or claims.
The securities described above are being offered
pursuant to a registration statement on Form S-1 (File No. 333-299576) (the “Registration Statement”), which was declared
effective by the Securities and Exchange Commission (the “SEC”) on November 3, 2026. The Offering is being made only by means
of a prospectus which forms a part of the Registration Statement. A preliminary prospectus relating to the Offering has been filed with
the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC’s website at www.sec.gov and may
also be obtained by contacting Maxim Group LLC at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Prospectus Department, or
by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com.
This press release shall not constitute an offer to sell or a solicitation
of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any
such state or other jurisdiction.
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.
Forward-Looking Statements
The information in this press release includes
“forward-looking statements.” Any statements other than statements of historical fact contained herein, including statements
as to the completion of the Offering, the satisfaction of customary closing conditions related to the Offering and the intended use of
net proceeds from the Offering, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology
such as “may”, “should”, “could”, “might”, “plan”, “possible”,
“project”, “strive”, “budget”, “forecast”, “expect”, “intend”,
“will”, “estimate”, “anticipate”, “believe”, “predict”, “potential”
or “continue”, or the negatives of these terms or variations of them or similar terminology. For such statements, reAlpha
claims the protection of the Private Securities Litigation Reform Act of 1995. Actual results may differ from those set forth in this
press release due to the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions
related to the Offering, as well as risks and uncertainties inherent in reAlpha’s business described in its prior filings with the
SEC, including, but not limited to, under the heading “Risk Factors” in the Registration Statement, reAlpha’s Annual
Report on Form 10-K for the year ended December 31, 2025, and any of its subsequent filings with the SEC. These forward-looking statements
represent reAlpha’s judgment as of the time of this press release. reAlpha disclaims any intent or obligation to update these forward-looking
statements, other than as may be required under applicable law. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof, and reAlpha undertakes no obligation to update such statements to reflect events that
occur or circumstances that exist after the date hereof.
Media Contact:
Payton Cuddy, Senior Marketing Manager
media@realpha.com
Investor Relations Contact:
Adele Carey, VP of Investor Relations
investorrelations@realpha.com
