Welcome to our dedicated page for reAlpha Tech SEC filings (Ticker: AIRE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The reAlpha Tech Corp. (Nasdaq: AIRE) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. These documents offer detailed insight into how reAlpha, an AI-powered real estate technology company, reports on its AI-enabled homebuying platform, brokerage and mortgage operations, capital structure, and Nasdaq listing status.
Through Forms 10-Q and 10-K, readers can review reAlpha’s discussion of its integrated brokerage, mortgage, and title services, its proprietary AI infrastructure, and its acquisition-driven growth model. These periodic reports also describe risk factors related to AI-based technologies, regulatory compliance, liquidity, and expansion into new geographic markets, as referenced in the company’s press releases and 8-K filings.
reAlpha files numerous Form 8-K current reports to document material events, including the Agreement and Plan of Merger for the acquisition of Prevu Inc., the definitive agreement to acquire InstaMortgage Inc., Nasdaq notices regarding minimum bid price and market value of listed securities requirements, warrant exercises and equity financings, and shareholder meeting results such as approval of a potential reverse stock split and equity plan amendments.
Investors can also use this page to monitor capital markets activity disclosed in 8-K filings, such as the issuance and exercise of warrants, changes in outstanding common stock, and updates on compliance with Nasdaq Capital Market listing rules under the AIRE ticker. Where applicable, proxy materials and other registration statements referenced in these filings provide further detail on equity incentive plans and securities offerings.
Stock Titan enhances access to these filings with AI-powered summaries that explain key points from lengthy documents, helping readers quickly understand complex topics such as merger terms, listing compliance notices, and AI-related risk disclosures. Real-time updates from EDGAR, combined with structured views of 10-K, 10-Q, and 8-K reports, allow users to follow how reAlpha’s AI-powered real estate and mortgage platform is described in its official regulatory record.
reAlpha Tech Corp. reported that on September 11 and 12, 2025, a warrant holder fully exercised existing warrants to purchase 7,291,668 shares of common stock at an exercise price of $0.75 per share. These cash exercises generated aggregate gross proceeds of approximately $5.5 million for the company.
reAlpha plans to use the cash for working capital and general corporate purposes, which may include future acquisitions and capital expenditures. The resale of the shares issued on exercise of these warrants is covered by an effective Form S-3 registration statement and accompanying prospectus previously filed with the SEC.
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.
reAlpha Tech Corp. furnished a new corporate presentation on September 3, 2025, providing an overview of its strategic focus, business developments, and recent trends. The presentation is available on the company’s investor relations website and is furnished as Exhibit 99.1 to this Form 8-K.
The company notes that the presentation is supplemental to its other SEC reports, including its most recent annual and quarterly filings. The materials are provided under Regulation FD, are considered "furnished" rather than "filed," and therefore are not subject to certain Exchange Act liabilities or automatically incorporated into other SEC filings.
reAlpha Tech Corp. (AIRE) proxy excerpt explains stockholder advance-notice deadlines for nominations and a yearly share-authority provision under the company's 2022 Equity Incentive Plan. For the 2026 annual meeting, a nomination or proposal must be delivered no earlier than close of business on June 10, 2026 and no later than close of business on July 10, 2026; nominating stockholders who solicit proxies must also comply with Rule 14a-19(b). The 2022 Plan provides for an annual increase in available shares on October 15 each year through the plan's expiration on June 15, 2032 equal to the lesser of 10% of outstanding common stock on October 14 of that year or 15,000,000 shares, subject to the Board reducing or eliminating the increase before October 15. The text clarifies that shares issued in specified mergers or acquisitions under applicable exchange rules do not reduce the Plan's available share pool and that the Plan's annual increase limits only issuance under the Plan, not awards made outside the Plan.
reAlpha Tech Corp. disclosed that the seller of GTG Financial, Glenn Groves, has exercised his contractual right to rescind the February 20, 2025 stock purchase agreement after the company did not pay the agreed cash portion within 180 days of closing. The original deal provided for up to $4,200,000 in consideration for 100% of GTG Financial’s common stock, including Series A preferred convertible shares, 700,055 restricted common shares priced at $1.84 per share, a $1,344,750 cash portion payable in stages, and up to $1,287,000 in potential earn-out payments.
As a result of the rescission, the acquisition agreement and the seller’s employment agreement with reAlpha are terminated effective immediately. reAlpha will return the GTG Financial shares to Groves, he will return the consideration shares to reAlpha, and, once the unwinding is complete, GTG Financial will no longer be a subsidiary and reAlpha will not own any of its common stock, aside from obligations that expressly survive termination.
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. plans to hold its 2025 annual meeting of stockholders on October 8, 2025. Stockholders of record at the close of business on August 11, 2025 will be entitled to vote at the meeting. Details such as the exact time and location will appear in the company’s forthcoming definitive proxy statement on Schedule 14A.
Because this meeting date is more than 30 days later than the 2024 annual meeting, the company has set new deadlines for stockholder proposals and director nominations. To have a proposal included in the proxy materials under Rule 14a-8, or to present other business or director nominations at the meeting, stockholders must deliver all required materials to the company’s principal executive offices by August 24, 2025. Any stockholder planning to use the universal proxy rules to solicit proxies for alternative director nominees must also provide the required Rule 14a-19 notice by August 24, 2025.
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.