reAlpha unwinds GTG Financial deal and cancels shares

Accepted by SEC EDGAR 09/11/2025 - 06:26 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

reAlpha Tech Corp. has formally unwound its earlier acquisition of GTG Financial, Inc. The company, GTG Financial and its President and CEO, Glenn Groves, signed a rescission certificate that treats the disposition of GTG Financial as effective as of August 21, 2025, when Groves gave written notice to rescind the stock purchase agreement.

Under the certificate, reAlpha returned 100% of the issued and outstanding shares of GTG Financial common stock to the Seller. In exchange, the Seller returned to reAlpha 14,063 shares of Series A Convertible Preferred Stock and 700,055 shares of reAlpha common stock, which will no longer be considered issued and outstanding, and all of the Seller’s rights as a reAlpha stockholder have ended.

The prior employment agreement between reAlpha and the Seller is deemed rescinded as of August 21, 2025, with no remaining obligations, rights or liabilities. The parties also agreed to a mutual non-solicitation covenant and a mutual release of claims. As a result, GTG Financial is no longer a subsidiary and no longer part of reAlpha’s business as of that date.

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Corporate transactions analyst

reAlpha reverses GTG Financial deal and cancels related shares.

reAlpha Tech Corp. has executed a rescission certificate that unwinds its earlier stock purchase agreement for GTG Financial, Inc. The document treats the disposition as effective on August 21, 2025, the date the Seller notified reAlpha of the rescission. This means GTG Financial’s shares are returned to the Seller, and GTG Financial exits the consolidated group as a subsidiary.

In return, the Seller has delivered back to reAlpha 14,063 shares of Series A Convertible Preferred Stock and 700,055 shares of common stock, which will no longer be counted as issued and outstanding. The Seller’s rights as a reAlpha stockholder have ended, and the related employment agreement is deemed rescinded with no remaining obligations. The parties also agreed to mutual non-solicitation and mutual releases tied to the original agreement.

For investors, the key effects are the removal of GTG Financial from reAlpha’s structure and the reduction in preferred and common shares outstanding by the stated amounts. The filing does not quantify financial impacts, so assessments will depend on how important GTG Financial was to reAlpha’s operations and on future disclosures in periodic reports.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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. disclosed that it has rescinded its earlier stock purchase agreement for GTG Financial, Inc. and completed a related disposition. The company returned 100% of GTG Financial’s common stock to the Seller, and GTG Financial is no longer a subsidiary or part of reAlpha’s business, effective as of August 21, 2025.

How many reAlpha shares were returned in the GTG Financial rescission?

In connection with the rescission, the Seller returned to reAlpha 14,063 shares of Series A Convertible Preferred Stock and 700,055 shares of reAlpha common stock. These preferred and common shares will no longer be deemed issued and outstanding, and all of the Seller’s rights as a reAlpha stockholder have ceased.

What happens to GTG Financial, Inc. after this transaction?

After execution of the rescission certificate, GTG Financial, Inc. is no longer a subsidiary of reAlpha Tech Corp. The parties agreed to treat the disposition as effective as of August 21, 2025, so from that date GTG Financial no longer forms a part of reAlpha’s corporate group.

How was Glenn Groves’ employment agreement with reAlpha affected?

Under the rescission certificate, the Employment Agreement dated February 20, 2025 between reAlpha and Glenn Groves is deemed rescinded, rather than terminated, effective as of August 21, 2025. The parties agreed that no obligations, rights or liabilities remain under that employment agreement.

Did the rescission include any covenants or releases between reAlpha and the Seller?

Yes. The rescission certificate includes a mutual non-solicitation covenant and a mutual release of claims relating to the original stock purchase agreement and its related transactions. This is intended to settle claims between the parties tied to the prior GTG Financial deal.

Where can investors find the full terms of the rescission certificate?

The full text of the rescission certificate is filed as Exhibit 2.1 to the Form 8-K. The company notes that the summary description is qualified in its entirety by reference to that exhibit, which contains the detailed rights and obligations of the parties.

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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 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 1.01 Entry into a Material Definitive Agreement. 

As previously reported, 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, on August 21, 2025, notifying the Company of his decision to exercise his right to rescind the transactions contemplated by that certain Stock Purchase Agreement (the “Rescission”), by and among GTG Financial, the Seller and the Company, dated February 20, 2025 (the “Agreement”).

On September 8, 2025, the Company, GTG Financial and the Seller executed a rescission certificate (the “Certificate”) to memorialize the Rescission and the related disposition of GTG Financial by the Company (the “Disposition”), pursuant to which, the parties have agreed to deem the Disposition, and all actions taken to effectuate the Rescission and the Disposition, to be effective as of August 21, 2025, the date that the Company received the written notice from the Seller. Further, the Certificate sets forth that the parties have agreed that all actions required to effectuate the Rescission and the Disposition have been satisfied, including that (i) the Company has returned to the Seller 100% of the issued and outstanding shares of common stock of GTG Financial; (ii) the Seller has returned to the Company 14,063 shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”); and (iii) the Seller has returned to the Company 700,055 shares of the Company’s common stock, par value $0.001 per share, which shares of Series A Preferred Stock and common stock will no longer be deemed issued and outstanding. All rights of the Seller as a stockholder of the Company have ceased and terminated in connection with the execution of the Certificate, effective as of August 21, 2025. In addition, in accordance with the Certificate, that certain Employment Agreement, dated as of February 20, 2025, between the Company and the Seller, shall be deemed rescinded, rather than terminated, effective as of August 21, 2025, and the parties have agreed that no obligations, rights or liabilities remain thereunder.

The Certificate also includes a mutual non-solicitation covenant and a mutual release of claims relating to the Agreement and the transactions contemplated thereunder. As a result of the Rescission and the Disposition, GTG Financial is no longer a subsidiary of the Company, and it no longer forms a part of the Company, effective as of August 21, 2025.

The foregoing description of the Certificate 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 Certificate, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
2.1		Rescission Certificate, dated September 8, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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 11, 2025	reAlpha Tech Corp.
	By:	/s/ Michael J. Logozzo
		Michael J. Logozzo
		Chief Executive Officer

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