reAlpha Tech Corp. Files 8-K for Material Agreement

TL;DR

reAlpha Tech Corp. signed a big deal, filing an 8-K on Jan 31, 2025.

AI Summary

On January 31, 2025, reAlpha Tech Corp. filed an 8-K report detailing a material definitive agreement. The filing also includes other events and financial statements and exhibits. The company, formerly known as ReAlpha Asset Management Inc., is incorporated in Delaware and headquartered in Dublin, Ohio.

Why It Matters

This 8-K filing indicates a significant new agreement for reAlpha Tech Corp., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Numbers

• 001-41839 — SEC File Number (Identifies the company's filings with the SEC.)
• 86-3425507 — IRS Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• reAlpha Tech Corp. (company) — Registrant
• ReAlpha Asset Management Inc. (company) — Former company name
• January 31, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Dublin, OH (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share AIRE The Nasdaq Stock Mar
• $5.00 — eement") to reduce the floor price from $5.00 to $3.90 per Placement Share. In acco
• $3.90 — to reduce the floor price from $5.00 to $3.90 per Placement Share. In accordance wi
• $14,275,000 — ng an aggregate offering price of up to $14,275,000, subject to a floor price of $3.90 per
• $3 — the Warrants was reduced from $5.00 to $3.90, and the number of shares of common

Filing Documents

• ea0229407-8k_realpha.htm (8-K) — 34KB
• ea022940701ex1-1_realpha.htm (EX-1.1) — 13KB
• ea022940701ex5-1_realpha.htm (EX-5.1) — 12KB
• ex5-1_001.jpg (GRAPHIC) — 2KB
• 0001213900-25-008895.txt ( ) — 241KB
• aire-20250131.xsd (EX-101.SCH) — 3KB
• aire-20250131_lab.xml (EX-101.LAB) — 33KB
• aire-20250131_pre.xml (EX-101.PRE) — 22KB
• ea0229407-8k_realpha_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. On January 31, 2025, reAlpha Tech Corp. (the "Company") entered into Amendment No. 1 to At the Market Sales Agreement (the "Amendment") with A.G.P./Alliance Global Partners ("A.G.P."), which amended the At the Market Sales Agreement, dated December 19, 2024, by and between the Company and A.G.P. (the "Original Agreement" and, as amended by the Amendment, the "Sales Agreement") to reduce the floor price from $5.00 to $3.90 per Placement Share. In accordance with the terms of the Sales Agreement, the Company may offer and sell from time to time through A.G.P., acting as sales agent, shares (the "Placement Shares") of the Company's common stock having an aggregate offering price of up to $14,275,000, Shares by the Company under the Sales Agreement will be made pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-283284) filed with the Securities and Exchange Commission on November 15, 2024, and declared effective on November 26, 2024 (the "Registration Statement"), the base prospectus dated November 26, 2024 included in the Registration Statement, the prospectus supplement relating to the offering dated December 19, 2024, and supplements to the prospectus supplement dated December 27, 2024 and January 31, 2025. Sales of Placement Shares, if any, will be made by any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Company will pay A.G.P. a cash commission equal to 3.0% of the aggregate gross proceeds from the sale of Placement Shares sold pursuant to the Sales Agreement. The Company will also reimburse A.G.P. for certain specified expenses in connection with this offering, including reasonable out-of-pocket costs and expenses, including legal fees and related expenses. The Company has

01. Other Events

Item 8.01. Other Events. As previously disclosed, on November 24, 2023, the Company issued warrants (the "Warrants") to purchase up to 2,400,000 shares of common stock as part of a best-efforts public offering, pursuant to the terms of a placement agency agreement with Maxim Group LLC and a securities purchase agreement with certain purchasers. Pursuant to the anti-dilution adjustment provisions of the Warrants, as a result of the Amendment, the per share exercise price of the Warrants was reduced from $5.00 to $3.90, and the number of shares of common stock issuable upon exercise of the Warrants was increased to approximately 3,076,924 shares (subject to adjustment in connection with the rounding of fractional shares in accordance with the terms of the Warrants) such that the aggregate exercise price for the Warrants after taking into account the reduction in the per share exercise price is equal to the aggregate exercise price for the Warrants prior to such reduction.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 1.1 Amendment No. 1 to At the Market Sales Agreement, dated January 31, 2025, by and between reAlpha Tech Corp. and A.G.P./Alliance Global Partners. 5.1 Opinion of Mitchell Silberberg & Knupp LLP. 23.1 Consent of Mitchell Silberberg & Knupp LLP (included in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 1 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: January 31, 2025 REALPHA TECH CORP. By: /s/ Giri Devanur Giri Devanur Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR