reAlpha unwinds GTG Financial acquisition

reAlpha Tech Corp. disclosed that the seller of GTG Financial, Glenn Groves, has exercised his contractual right to rescind the February 20, 2025 stock purchase agreement after the company did not pay the agreed cash portion within 180 days of closing.

Accepted by SEC EDGAR 08/22/2025 - 05:15 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

reAlpha Tech Corp. disclosed that the seller of GTG Financial, Glenn Groves, has exercised his contractual right to rescind the February 20, 2025 stock purchase agreement after the company did not pay the agreed cash portion within 180 days of closing. The original deal provided for up to $4,200,000 in consideration for 100% of GTG Financial’s common stock, including Series A preferred convertible shares, 700,055 restricted common shares priced at $1.84 per share, a $1,344,750 cash portion payable in stages, and up to $1,287,000 in potential earn-out payments.

As a result of the rescission, the acquisition agreement and the seller’s employment agreement with reAlpha are terminated effective immediately. reAlpha will return the GTG Financial shares to Groves, he will return the consideration shares to reAlpha, and, once the unwinding is complete, GTG Financial will no longer be a subsidiary and reAlpha will not own any of its common stock, aside from obligations that expressly survive termination.

Positive

• None.

Negative

• Rescission of GTG Financial acquisition and loss of subsidiary: The seller exercised a contractual right to rescind the up to $4,200,000 stock purchase agreement after nonpayment of the $1,344,750 cash portion within 180 days, terminating the deal, unwinding all consideration, and causing GTG Financial to cease being a subsidiary.

Insights

Equity & M&A Analyst

reAlpha is unwinding the GTG Financial acquisition after missing cash payments, losing the subsidiary and reversing a multi-part consideration package.

The company had agreed to acquire 100% of GTG Financial for up to $4,200,000, split among preferred stock, 700,055 restricted common shares, a staged cash portion of $1,344,750, and up to $1,287,000 in earn-out payments. The agreement gave seller Glenn Groves the sole discretion to rescind if the cash portion was not paid within 180 days of the February 20, 2025 closing.

After reAlpha did not pay the cash portion within that 180‑day window, Groves delivered written notice on August 21, 2025 to rescind the transaction. This immediately terminates both the stock purchase agreement and his employment agreement. reAlpha will return the GTG Financial shares, receive back the consideration shares, and, once the rescission is fully effected, will no longer own GTG Financial or treat it as a subsidiary.

The development is adverse because it reverses a completed acquisition and removes a subsidiary that management had previously agreed to buy on negotiated terms. The filing does not quantify GTG Financial’s contribution to reAlpha’s operations or results, so the exact financial impact is not detailed, but the unwinding of a material definitive agreement and loss of a subsidiary would typically be viewed as a negative strategic outcome.

8-K Event Classification

2 items: 1.02, 9.01

2 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did reAlpha Tech Corp. (AIRE) announce regarding GTG Financial?

reAlpha Tech Corp. reported that Glenn Groves, the seller and CEO of GTG Financial, exercised his contractual right to rescind the February 20, 2025 stock purchase agreement, leading to the termination of the acquisition and the related employment agreement.

Why was the GTG Financial acquisition by reAlpha rescinded?

The agreement granted the seller the sole right to rescind if reAlpha did not pay the Cash Portion of $1,344,750 within 180 days after the February 20, 2025 closing. After this condition was not met, the seller delivered written notice on August 21, 2025 to rescind the transaction.

What were the original financial terms of reAlpha’s GTG Financial deal?

The purchase price was up to $4,200,000 for 100% of GTG Financial’s common stock, including $281,250 in Series A preferred convertible shares, $1,287,000 in 700,055 restricted common shares priced at $1.84 per share, a $1,344,750 cash portion payable in three installments, and up to $1,287,000 in potential cash or restricted share earn-out payments.

What happens to GTG Financial after the rescission of the acquisition?

Upon completion of the rescission, reAlpha will return the acquired GTG Financial shares to the seller, the seller will return the consideration shares to reAlpha, and reAlpha will not own any of GTG Financial’s common stock, so GTG Financial will no longer be a subsidiary.

How does the rescission affect the employment of Glenn Groves at reAlpha?

The filing states that the employment agreement between reAlpha and Glenn Groves has been terminated effective immediately as part of the rescission mechanics, subject to any provisions that expressly survive termination.

Does reAlpha retain any obligations after terminating the GTG Financial agreement?

Once the rescission is complete, neither party will have further rights, obligations, or liability to each other under the stock purchase agreement and employment agreement, except for provisions that are expressly stated to survive termination.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

0001859199false00018591992025-08-212025-08-21iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

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): August 21, 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 1.02 Termination of a Material Definitive Agreement.

On August 21, 2025, reAlpha Tech Corp. (the “Company”) received written notice from Glenn Groves (the “Seller”), the President and Chief Executive Officer of GTG Financial, Inc. (“GTG Financial”), a wholly-owned subsidiary of the Company, notifying the Company of his decision to exercise his right to rescind the transactions contemplated by that certain Stock Purchase Agreement (the “Agreement”), by and among GTG Financial, the Seller and the Company, dated February 20, 2025 (the “Closing Date”). Such written notice was delivered pursuant to Section 1.02(a)(iv)(1) of the Agreement, which granted the Seller, in his sole discretion, the right to rescind the transactions contemplated under the Agreement if the Company did not pay the Cash Portion (as defined below) within 180 days after the Closing Date in accordance with the terms and conditions of the Agreement. 

Pursuant to and subject to the terms and conditions of the Agreement, the Company agreed to pay to the Seller an aggregate purchase price of up to $4,200,000 for 100% of the issued and outstanding shares of common stock of GTG Financial (the “Acquired Shares”), subject to the adjustments described below, consisting of: (i) $281,250 in 14,063 shares (the “Preferred Shares”) of the Company’s Series A preferred convertible stock, par value $0.001 per share (the “Series A Preferred Stock”), each of which is convertible into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a conversion price of $20 per share of Series A Preferred Stock, in accordance with the terms and conditions of and subject to the adjustments set forth in the corresponding certificate of designation (such shares, the “Conversion Shares”); (ii) $1,287,000 in 700,055 restricted shares of Common Stock (the “Company Shares”), at a price per share of $1.84, which was calculated based on the volume weighted average price of the Common Stock as reported on the Nasdaq Capital Market for the 7 calendar days immediately prior to the Closing Date and payable to the Seller within 90 days from the Closing Date; (iii) $1,344,750 payable in cash (the “Cash Portion”) to the Seller as follows: (A) 30% of the Cash Portion payable on the 120-day anniversary of the Closing Date, (B) 30% of the Cash Portion payable on the 150-day anniversary of the Closing Date and (C) 40% of the Cash Portion payable on the 180-day anniversary of the Closing Date; and (iv) up to an aggregate of $1,287,000 in potential earn-out payments, payable in three tranches of up to $429,000 in cash or restricted shares of Common Stock (the “Earn-Out Shares,” and together with the Preferred Shares, Conversion Shares and Company Shares, the “Shares”), at the Company’s sole discretion and subject to the adjustments described in the Agreement.

As a result of the Company’s receipt of the written notice, and in accordance with Section 1.02(a)(iv)(1) of the Agreement, (i) the Agreement has been terminated, effective immediately; (ii) the Company will return to the Seller the Acquired Shares; (iii) the Seller will return to the Company the Shares, as applicable; (iv) the employment agreement between the Company and the Seller (the “Employment Agreement”) has been terminated, effective immediately; and (v) once the rescission of the transactions contemplated by the Agreement is complete, neither party shall have any further rights, obligations, or liability with respect to each other, the Agreement, and the Employment Agreement, except those that are expressly provided to survive the termination thereof, respectively. Once the rescission of the transactions contemplated by the Agreement becomes effective, the Company will not own any of the issued and outstanding shares of common stock of GTG Financial, and GTG Financial will no longer be a subsidiary of the Company, effective as of such date.

The foregoing description of the Agreement in this Current Report on Form 8-K does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the Agreement, a copy of which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2025, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
2.1**		Stock Purchase Agreement, dated as of February 20, 2025, among reAlpha Tech Corp., GTG Financial, Inc. and Glenn Groves. (previously filed as Exhibit 2.1 of Form 8-K filed with the SEC on February 24, 2025).
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Filed herewith.
**	Previously filed.

2

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: August 22, 2025	reAlpha Tech Corp.
	By:	/s/ Michael J. Logozzo
		Michael J. Logozzo
		Chief Executive Officer

3