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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): August 1, 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 3.02 Unregistered Sales of Equity
Securities.
As
previously disclosed, on November 21, 2025, reAlpha Tech Corp. (the “Company”) completed its acquisition of Prevu, Inc. (“Prevu”)
pursuant to an Agreement and Plan of Merger, dated November 21, 2025 (the “Merger Agreement”), pursuant to which the Company
is obligated to make additional payments totaling $2.5 million, payable in four equal payments of $625,000 under Section 2.5 of the Merger
Agreement, in cash or shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at the
Company’s sole discretion (each, an “Additional Payment”).
On
August 1, 2026, the Company issued an aggregate of 426,848 shares of Common Stock with a value of $1.4466 per share to certain stockholders
of Prevu to satisfy the Additional Payment due on August 1, 2026, under Section 2.5 of the Merger Agreement (the “August 2026 Additional
Payment”). An additional 5,184 shares of Common Stock remain issuable to one stockholder of Prevu with respect to such stockholder’s
portion of the August 2026 Additional Payment (the “Remaining Shares”). Such Remaining Shares have not yet been issued because
the recipient has not yet completed the documentation necessary to complete the issuance, and the Company expects to issue such Remaining
Shares promptly following completion of that documentation.
The
aggregate value of the shares of Common Stock issued as part of the August 2026 Additional Payment, including the Remaining Shares, is
$624,977.49, with remaining $22.51 balance payable in cash in lieu of fractional shares pursuant to Section 2.7 of the Merger Agreement.
The
shares of Common Stock offered and sold pursuant to the August 2026 Additional Payment were offered and sold pursuant to an exemption
from registration provided by Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities
Act”), because the offer and sale did not involve a public offering, each recipient is taking the shares for investment and not
resale, the Company took appropriate measures to restrict transfer of the shares, and each recipient is an “accredited investor”
as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. The shares are subject to transfer restrictions, and the
book-entry records evidencing the shares contain or will contain an appropriate legend stating that such securities have not been registered
under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. Such shares were not
registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration
under the Securities Act and any applicable state securities laws.
Immediately
following the issuance of the shares described above, excluding the Remaining Shares, the Company had 5,861,724 shares of Common Stock
issued and outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
| 2.1+ |
|
Agreement and Plan of Merger, dated as of November 21, 2025, among reAlpha Tech Corp., Prevu, Inc., reAlpha Merger Sub, Inc. and Thomas Kutzman, as stockholder representative (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 25, 2025). |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| + | Certain
schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule
and/or exhibit will be furnished to the Securities and Exchange Commission upon request. |
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 6, 2026 |
reAlpha Tech Corp. |
| |
|
|
| |
By: |
/s/ Michael J. Logozzo |
| |
|
Name: Michael J. Logozzo |
| |
|
Title: Chief Executive
Officer |
