[8-K] reAlpha Tech Corp. Reports Material Event

Rhea-AI Filing Summary

Orion Energy Systems, Inc. (OESX) filed a Form 4 for director Anthony L. Otten covering an equity award dated July 1 2025. The filing discloses the automatic issuance of 20,000 shares of common stock at a transaction price of $0.00 under the company’s 2016 Omnibus Incentive Plan. The grant is structured as restricted stock that will vest in three equal tranches—6,667 shares each—on July 1 2026, July 1 2027 and July 1 2028, assuming continued board service. Following the award, Mr. Otten’s direct beneficial ownership increases to 234,412 common shares. No derivative securities were involved, and the report was signed by an attorney-in-fact for the director. No additional purchases, sales, or option exercises are noted.

The transaction reflects routine director compensation and does not involve any open-market activity or cash consideration. While it modestly strengthens insider alignment, the absolute share amount and lack of immediate cash outlay suggest limited direct market impact.

Insights

Securities Analyst

TL;DR – Routine Form 4 shows director granted 20 K restricted shares; neutral market impact.

The filing records a standard equity incentive for director Anthony Otten: 20,000 restricted shares at no cost, vesting over three years. Post-grant ownership rises to 234,412 shares, indicating incremental but not transformational insider exposure. With no open-market purchase or sale and no derivatives exercised, the event is typical board compensation. Absent larger share volumes or multiple insiders, I assess the disclosure as neutral for valuation and liquidity.

false 0001859199 0001859199 2025-07-01 2025-07-01 iso4217:USD xbrli:shares iso4217:USD xbrli: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): July 1, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 1, 2025, reAlpha Tech Corp. (the “Company”) received written notice 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 30 consecutive business days, the listing of the Company’s common stock was not in 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”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided a period of 180 calendar days (or until December 29, 2025) to regain compliance with the MVLS Requirement. To regain compliance, the Company’s market value of listed securities must close at $35 million or more for a minimum of ten consecutive business days (subject to the Staff’s discretion to extend this period under Nasdaq Listing Rule 5810(c)(3)(H)). The notification received has no immediate effect on the listing of the Company’s common stock on The Nasdaq Capital Market.

As previously reported, on May 20, 2025, the Company received a deficiency letter from the Staff notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(a)(2) requiring a company listed on The Nasdaq Capital Market to maintain a minimum bid price of $1 per share (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided with a period of 180 calendar days (or until November 17, 2025) to regain compliance with the Minimum Bid Price Requirement.

In the event that the Company does not regain compliance with the MVLS Requirement or the Minimum Bid Price Requirement prior to the expiration of their respective 180-day compliance periods, the Staff will provide written notice to the Company that its common stock will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination to a Nasdaq Hearing Panel.

The Company will continue to monitor its market value of listed securities and the closing bid price of its common stock as the Company considers its available options to regain compliance with the MVLS Requirement and the Minimum Bid Price Requirement. There can be no assurance that the Company will be able to regain compliance with the MVLS Requirement or the Minimum Bid Price Requirement.

1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: July 1, 2025	reAlpha Tech Corp.
	By:	/s/ Michael J. Logozzo
		Michael J. Logozzo
		Chief Executive Officer

3

FAQ

What transaction is reported in the 07/01/2025 Form 4 for OESX?

Grant of 20,000 restricted common shares to director Anthony L. Otten at $0.00 per share.

How many OESX shares does Anthony Otten own after the grant?

His direct beneficial ownership totals 234,412 common shares.

What is the vesting schedule for the 20,000 restricted OESX shares?

They vest one-third each on July 1 2026, 2027, and 2028.

Did the director pay cash for the newly issued shares?

No, the restricted stock was issued at $0.00 under the incentive plan.

Were any options or other derivative securities involved?

No derivative securities were reported in Table II of the Form 4.