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 insider equity awards: the Chief Financial Officer filed a Form 4 showing acquisitions of common stock via restricted stock units (RSUs) on 10/30/2025.
The filing lists 44,478 RSUs granted under the 2025 Short‑Term Incentive Plan for performance in the quarter ended September 30, 2025, and 104,655 RSUs granted as executive compensation. RSU sizing used the $0.5972 Nasdaq closing price on October 30, 2025. The awards cost $0 per share to the insider, with 50% vesting at 12 months from grant and the remaining 50% vesting in four equal quarterly installments over the next 12 months, subject to continued service. Following these transactions, direct beneficial ownership is 580,327 shares.
reAlpha Tech Corp. (AIRE) reported that its Chief Executive Officer received two equity awards on October 30, 2025. The filing shows grants of 44,478 RSUs tied to the company’s short‑term incentive plan and 104,655 RSUs as executive compensation for the fiscal quarter ended September 30, 2025. Each RSU represents one share and was sized using the Nasdaq closing price of $0.5972 on the grant date.
Vesting for both awards follows the same schedule: 50% after 12 months from grant, with the remaining 50% vesting in four equal quarterly installments over the next 12 months, subject to continued service and plan terms; unvested RSUs are forfeited upon separation. Following these transactions, the CEO beneficially owned 573,406 shares directly; an additional 2,199,938 shares were held indirectly by spouse.
reAlpha Tech Corp. (AIRE) filed a Form S-8 to register 11,957,189 shares of common stock issuable under its 2022 Equity Incentive Plan. The filing reflects the plan’s automatic annual increase in the share reserve and is made under General Instruction E to register additional securities, incorporating the prior S-8 (File No. 333-278102) by reference.
The registered shares may be issued for awards granted pursuant to the plan, such as stock options, RSUs, and other equity incentives.
reAlpha Tech Corp. (AIRE) reported warrant exercises resulting in the issuance of 35,845,285 shares of common stock. The company also previously issued 7,291,668 shares in mid-September. These exercises generated approximately $8.3 million in aggregate gross proceeds to the company.
The exercised instruments included: Inducement Warrants (230,000 shares at $0.75), July 2025 Warrants (21,863,616 shares at $0.15), Private Placement Warrants (10,752,859 shares at $0.35), and Placement Agent Warrants (617,856 shares at $0.4375). Stockholder approval for issuing shares underlying the July 2025 Warrants, required under Nasdaq Listing Rule 5635(d), was obtained on October 8, 2025.
Resale of shares underlying the Inducement Warrants was registered on Form S-3 (effective May 16, 2025), and resales for the Private Placement and Placement Agent Warrants were registered on Form S-1 (effective September 12, 2025). Shares outstanding were 126,495,220 as of October 20, 2025.
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. 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.