reAlpha Tech SEC Filings

reAlpha Tech Corp. is registering 15,000,004 shares of common stock for resale by existing holders, consisting of shares issuable upon exercise of outstanding investor and placement agent warrants. The company is not selling shares in this transaction and will not receive proceeds from stockholder resales, although it previously raised about $4.5 million in July 2025 through a related registered direct offering used largely to repay a secured promissory note to Streeterville. As of August 14, 2025, reAlpha had 83,765,039 common shares outstanding and a cash balance of $0.58 million with an accumulated deficit of $45.2 million, and its auditor has raised substantial doubt about its ability to continue as a going concern. The company has received Nasdaq notices for not meeting the $1 minimum bid price and $35 million minimum market value of listed securities requirements and faces potential delisting if compliance is not regained. reAlpha is permanently barred from offering or selling securities in Massachusetts under a consent order and is involved in ongoing warrant and registration rights disputes with GEM Yield Bahamas Limited that could lead to warrant exercise price adjustments, monetary damages or penalties.

reAlpha Tech Corp. (AIRE) amended its quarterly report to disclose capital structure changes and certain financing activities through June 30, 2025. The company had 52,364,654 common shares and 264,043 Series A preferred shares outstanding as of June 30, 2025, up from 45,864,503 common shares at year-end 2024. During the quarter the company issued equity to satisfy obligations, completed a warrant inducement that generated approximately $3.1 million gross proceeds and recorded a $515,307 excess fair value charge to additional paid-in capital. A previously outstanding Note was repaid in full, extinguishing that obligation. The company reported a $1,959,000 Level 3 liability valuation and updated CECL provisioning for receivables.

reAlpha Tech Corp. (AIRE) discloses governance and equity-plan details in a preliminary proxy. The filing names key executives including Giri Devanur (Executive Chairman), Michael J. Logozzo (CEO and Secretary) and references former officers such as Jorge Aldecoa. It discusses a proposed Reverse Stock Split and factors affecting its outcome, including Nasdaq listing considerations, pre- and post-split per-share prices, liquidity and market conditions. The filing identifies categories of U.S. holders for tax and offer-exclusion purposes and repeats procedural timing for stockholder nominations for the 2026 annual meeting, although specific calendar dates are left blank in the provided excerpt. The 2022 Stock Plan provides for annual increases in the share reserve through June 15, 2032, equal to the lesser of 10% of outstanding common stock (as of October 14) or 15,000,000 shares, with the Board authorized to reduce or suspend annual increases.

reAlpha Tech Corp. furnished a press release reporting its financial results and business highlights for the quarter ended June 30, 2025; that press release is included as Exhibit 99.1 and contains non-GAAP measures with a reconciliation to GAAP provided in the exhibit.

The company also furnished a corporate presentation as Exhibit 99.2, made available on its investor website at ir.realpha.com, which the company may present to investors at conferences and meetings. The filing states both exhibits are furnished, not filed, and directs readers to the company’s Annual Report for fiscal 2024 (as amended May 13, 2025) and Quarterly Reports for March 31, 2025 and June 30, 2025 for additional context.

reAlpha Tech Corp. reported a shift to a technology-driven homebuying platform and recorded significant year-over-year revenue growth while sustaining large operating losses. For the six months ended June 30, 2025, revenue rose to $2,178,016 from $82,779 a year earlier, producing gross profit of $1,140,132. Despite higher top-line activity, operating expenses totaled $7,651,521, producing a continuing-operations net loss of $6,960,368 for the six-month period.

The balance sheet shows $587,311 in cash, $15.52 million in total assets and $16.62 million in total liabilities, resulting in stockholders' deficit of approximately $(1.10) million. Management disclosed substantial doubt about going concern but noted subsequent equity financings that raised gross proceeds of approximately $7.0 million and the full repayment and extinguishment of a secured promissory note totaling approximately $4.47 million after the reporting date. The company completed multiple acquisitions (Naamche, AiChat, GTG Financial) and recorded related goodwill and contingent consideration balances, including an $4.75 million embedded derivative liability.

reAlpha Tech Corp. (AIRE) – Form 4 filing, 1 Aug 2025. CEO Michael J. Logozzo reported two equity grants dated 30 Jul 2025:

• 109,052 RSUs earned under the 2025 Short-Term Incentive Plan for Q2-FY25 performance.
• 155,511 RSUs granted as regular quarterly executive compensation.

Both awards carry a 50% cliff vest after 12 months, with the remaining 50% vesting in four equal quarterly tranches over the following year, contingent on continued service. RSUs are based on the 30 Jul 2025 Nasdaq closing price of $0.4019, implying an aggregate face value of roughly $106 k.

Following these grants, Logozzo’s direct beneficial ownership increases to 2,624,211 common shares. No shares were purchased or sold on the open market; the transaction code is “A” (award). Unvested RSUs will be forfeited upon termination.

The filing signals ongoing equity-based incentive alignment but does not reflect cash outflow or market buying pressure.