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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): February 11, 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 2.02 Results of Operations and Financial
Condition.
reAlpha
Tech Corp. (the “Company”) has estimated its total revenue for the three months ended December 31, 2025 to be in the range
of approximately $0.8 million to $1.0 million. The Company’s estimated total revenue for the year ended December 31, 2025 is projected
to be in the range of approximately $4.4 million to $4.6 million.
The
Company had cash of approximately $7.7 million as of December 31, 2025, a decrease of approximately $1.5 million from approximately $9.2
million as of September 30, 2025. The decrease was primarily attributable to the payment of the commitment fee to GEM Yield Bahamas Limited
and cash consideration paid in connection with the acquisition of Prevu, Inc.
This
preliminary unaudited financial data has been prepared by, and is the responsibility of, the Company’s management and is based on
preliminary and unaudited information currently available to the Company as well as management’s estimates as of the date of this
Current Report on Form 8-K. The Company’s actual financial results may differ materially from the estimated preliminary unaudited
financial data set forth above and will not be finalized until after the Company completes its normal year-end accounting procedures.
As a result, no undue reliance should be placed on these preliminary estimates. GBQ Partners, LLC (“GBQ”), the Company’s
independent registered public accounting firm, has not audited, reviewed, compiled or performed any procedures with respect to this estimated
preliminary financial data. Accordingly, GBQ does not express an opinion or any other form of assurance with respect thereto.
The
information set forth under this Item 2.02 is being filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and, as such, will be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
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: February 11, 2026 |
reAlpha Tech Corp. |
| |
|
|
| |
By: |
/s/ Michael J. Logozzo |
| |
|
Michael J. Logozzo |
| |
|
Chief Executive Officer |
