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.
reAlpha Tech Corp.'s SEC filings document an AI-powered real estate technology company with Nasdaq-listed common stock and an emerging growth company reporting status. Recent 8-K filings cover financial results, business highlights, non-GAAP reconciliations, investor presentation materials and operating updates tied to the company’s homebuying platform, mortgage brokerage, realty services and AiChat technology operations.
The filings also record capital-structure and governance matters, including a 1-for-25 reverse stock split, charter amendments, Nasdaq listing-rule notifications, audit committee composition, executive separation arrangements and restructuring actions. These disclosures describe material events affecting reAlpha’s reporting obligations, board oversight, equity structure and operating cost profile.
reAlpha Tech Corp. (AIRE) reported the submission of matters to a vote of security holders, listing vote counts for four named directors and noting the inclusion of an interactive Inline XBRL cover page file. The document shows vote tallies next to each director name: Dimitrios Angelis (34,936,233), Brian Cole (34,955,284), Monaz Karkaria (34,970,870), and Balaji Swaminathan (34,953,522), plus a separate smaller vote column of 14,976,871 associated with each. The filing also references written and pre-commencement communications under various securities rules and includes a signature block from the CEO certifying the submission.
reAlpha Tech Corp. updated the employment agreements for its Chief Executive Officer, Michael J. Logozzo, and Chief Financial Officer, Piyush Phadke, effective September 25, 2025. The new contracts keep most prior terms but raise Mr. Logozzo’s annual base salary from $250,000 to $300,000 and Mr. Phadke’s from $250,000 to $275,000, while narrowing the scope of their non-compete and non-solicitation covenants.
Both executives remain eligible for an annual cash incentive bonus of up to 66.7% of base salary, based on performance targets set by the Compensation Committee, plus benefits such as unlimited vacation and health insurance. They also continue to participate in the 2022 Equity Incentive Plan, with potential equity awards tied to future performance criteria. Either the company or the executive may terminate the agreements at any time on written notice, with post-employment non-compete and non-solicit periods of two years for the CEO and one year for the CFO.
reAlpha Tech Corp. reported that it has regained compliance with Nasdaq’s minimum market value of listed securities requirement. Nasdaq notified the company in a letter dated September 22, 2025 that, based on the market value of listed securities for the 10 consecutive business days from September 8–19, 2025, reAlpha once again meets Listing Rule 5550(b)(2), which requires at least $35 million in market value of listed securities.
The company had previously been notified on July 1, 2025 that it was not in compliance and was given until December 29, 2025 to remedy the deficiency. Nasdaq’s latest letter confirms the deficiency has been cured and the matter is now considered closed. On September 23, 2025, reAlpha issued a press release announcing its return to compliance.
reAlpha Tech Corp. reported that it has regained compliance with Nasdaq’s minimum market value of listed securities requirement. Nasdaq notified the company in a letter dated September 22, 2025 that, based on the market value of listed securities for the 10 consecutive business days from September 8–19, 2025, reAlpha once again meets Listing Rule 5550(b)(2), which requires at least $35 million in market value of listed securities.
The company had previously been notified on July 1, 2025 that it was not in compliance and was given until December 29, 2025 to remedy the deficiency. Nasdaq’s latest letter confirms the deficiency has been cured and the matter is now considered closed. On September 23, 2025, reAlpha issued a press release announcing its return to compliance.
reAlpha Tech Corp. is registering for resale up to 15,000,004 shares of common stock issuable upon exercise of outstanding warrants, including placement agent warrants. All shares may be sold from time to time by existing selling stockholders; the company is not selling any securities and will not receive proceeds from these resales.
The warrants generally have a $0.35 exercise price (placement agent warrants $0.4375) and are immediately exercisable for five years, with beneficial ownership caps starting at 4.99% that can increase to 9.99% after notice. As of September 12, 2025, 90,393,984 common shares were outstanding and the Nasdaq listing symbol is “AIRE.”
The prospectus highlights significant risks, including two Nasdaq deficiency notices for minimum bid price and market value of listed securities, a going concern warning with $0.58 million in cash and a $45.2 million accumulated deficit as of June 30, 2025, an ongoing bar from offering securities in Massachusetts under a consent order, and active litigation and registration-rights disputes with Yield Bahamas Limited and related parties that could lead to warrant exercise price adjustments, penalties, and higher legal costs.
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.