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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 8, 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 5.07 | Submission of Matters to a Vote of Security Holders. |
On
October 8, 2025, reAlpha Tech Corp. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”).
As of the close of business on August 11, 2025, the record date for the Annual Meeting, there were 83,765,739 shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”), and 264,063 shares of the Company’s series A convertible
preferred stock, par value $0.001 per share (the “Series A Preferred Stock”), issued and outstanding. Holders of the shares
of the Company’s Common Stock and Series A Preferred Stock were entitled to one vote for each share held as of the record date.
At
the beginning of the Annual Meeting, there were 50,612,981 shares of the Company’s Common Stock and Series A Preferred Stock present
virtually or represented by proxy at the Annual Meeting, which represented approximately 60.23% of the voting power of the Company’s
outstanding shares of voting stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business.
The voting results presented in this Form 8-K differ, although not materially, from those presented during the Annual Meeting as the voting
results herein represent the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting. The
six (6) proposals below are each described in more detail in the definitive proxy statement on Schedule 14A filed with the U.S. Securities
and Exchange Commission on August 25, 2025.
Proposal 1. Election
of Directors.
| Nominee Name | |
For | |
Withheld | |
Broker Non-Votes |
| Giri Devanur | |
34,969,518 | |
666,692 | |
14,976,871 |
| Dimitrios Angelis | |
34,936,233 | |
699,977 | |
14,976,871 |
| Brian Cole | |
34,955,284 | |
680,926 | |
14,976,871 |
| Monaz Karkaria | |
34,970,870 | |
665,340 | |
14,976,871 |
| Balaji Swaminathan | |
34,953,522 | |
682,688 | |
14,976,871 |
Each
of the five nominees for director was elected to serve as a director until the election and qualification of his or her successor or until
his or her earlier death, resignation, or removal.
Proposal 2. Ratification
of GBQ Partners, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| For | |
Against | |
Abstentions |
| 49,526,490 | |
385,845 | |
700,745 |
There were no broker non-votes
on this proposal.
The
Company’s stockholders ratified the appointment of GBQ Partners, LLC as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2025.
Proposal 3. Approval
of an amendment to the Company’s certificate of incorporation, as amended and restated from time to time, to effect a reverse stock
split of the Company’s outstanding Common Stock, at a ratio between 1-for-7 and 1-for-25, to be determined at the discretion of
the Company’s board of directors (the “Board”), for the purpose of complying with the Nasdaq Listing Rules, subject
to the Board’s discretion to abandon such amendment (the “Reverse Stock Split Proposal”).
| For | |
Against | |
Abstentions |
| 47,158,321 | |
3,381,009 | |
73,750 |
There were no broker non-votes
on this proposal.
The
Company’s stockholders approved the Reverse Stock Split Proposal.
Proposal 4. Approval,
for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of shares of Common Stock upon exercise of: (i) series A-1
warrants of the Company, (ii) series A-2 warrants of the Company and (iii) placement agent warrants of the Company, in each case issued
in connection with the Company’s best efforts public offering on July 18, 2025 (the “Nasdaq 20% Issuance Proposal”).
| For | |
Against | |
Abstentions | |
Broker Non-Votes |
| 35,284,439 | |
289,936 | |
61,834 | |
14,976,872 |
The
Company’s stockholders approved the Nasdaq 20% Issuance Proposal.
Proposal 5. Approval
of an amendment to the Company’s 2022 Equity Incentive Plan (as amended from time to time, the “2022 Plan”) for the
adoption of an automatic annual increase in the shares of Common Stock available for issuance under the 2022 Plan (the “2022 Plan
Evergreen Proposal”).
| For | |
Against | |
Abstentions | |
Broker Non-Votes |
| 34,653,812 | |
967,890 | |
14,507 | |
14,976,872 |
The
Company’s stockholders approved the 2022 Plan Evergreen Proposal.
Proposal 6. Approval
to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further
solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of
the Reverse Stock Split Proposal and/or the Nasdaq 20% Issuance Proposal (the “Adjournment Proposal”).
| For | |
Against | |
Abstentions |
| 47,745,559 | |
2,357,625 | |
509,897 |
There were no broker non-votes
on this proposal.
The
Company’s stockholders approved the Adjournment Proposal but such adjournment was not necessary in light of the approval of the
Reverse Stock Split Proposal and Nasdaq 20% Issuance Proposal at the Annual Meeting.
| 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 9, 2025 |
reAlpha Tech Corp. |
| |
|
|
| |
By: |
/s/ Michael J. Logozzo |
| |
|
Michael J. Logozzo |
| |
|
Chief Executive Officer |
