reAlpha Tech Corp. Terminates Material Definitive Agreement

TL;DR

reAlpha terminated a big deal, filing shows.

AI Summary

On August 21, 2025, reAlpha Tech Corp. filed an 8-K to report the termination of a material definitive agreement. The filing does not specify the counterparty or the nature of the agreement, but it is a significant event requiring disclosure.

Why It Matters

The termination of a material definitive agreement can significantly impact a company's operations, financial standing, and future strategic direction.

Risk Assessment

Risk Level: medium — Termination of a material definitive agreement suggests potential issues or changes in strategic partnerships or contracts that could affect the company's business.

Key Players & Entities

• reAlpha Tech Corp. (company) — Registrant
• August 21, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• 001-41839 (identifier) — SEC File Number
• 86-3425507 (identifier) — I.R.S. Employer Identification Number
• 6515 Longshore Loop , Suite 100 , Dublin , OH 43017 (address) — Principal Executive Offices
• ( 707 ) 732-5742 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share AIRE The Nasdaq Stock Mar
• $4,200,000 — er an aggregate purchase price of up to $4,200,000 for 100% of the issued and outstanding
• $281,250 — nts described below, consisting of: (i) $281,250 in 14,063 shares (the "Preferred Shares
• $20 — ommon Stock"), at a conversion price of $20 per share of Series A Preferred Stock,
• $1,287,000 — shares, the "Conversion Shares"); (ii) $1,287,000 in 700,055 restricted shares of Common
• $1 — mpany Shares"), at a price per share of $1.84, which was calculated based on the v
• $1,344,750 — in 90 days from the Closing Date; (iii) $1,344,750 payable in cash (the "Cash Portion") to
• $429,000 — nts, payable in three tranches of up to $429,000 in cash or restricted shares of Common

Filing Documents

• realpha_8k.htm (8-K) — 30KB
• 0002008589-25-000047.txt ( ) — 147KB
• aire-20250821.xsd (EX-101.SCH) — 5KB
• aire-20250821_lab.xml (EX-101.LAB) — 15KB
• aire-20250821_cal.xml (EX-101.CAL) — 1KB
• aire-20250821_pre.xml (EX-101.PRE) — 9KB
• aire-20250821_def.xml (EX-101.DEF) — 2KB
• realpha_8k_htm.xml (XML) — 4KB

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. On August 21, 2025, reAlpha Tech Corp. (the "Company") received written notice from Glenn Groves (the "Seller"), the President and Chief Executive Officer of GTG Financial, Inc. ("GTG Financial"), a wholly-owned subsidiary of the Company, notifying the Company of his decision to exercise his right to rescind the transactions contemplated by that certain Stock Purchase Agreement (the "Agreement"), by and among GTG Financial, the Seller and the Company, dated February 20, 2025 (the "Closing Date"). Such written notice was delivered pursuant to Section 1.02(a)(iv)(1) of the Agreement, which granted the Seller, in his sole discretion, the right to rescind the transactions contemplated under the Agreement if the Company did not pay the Cash Portion (as defined below) within 180 days after the Closing Date in accordance with the terms and conditions of the Agreement. Pursuant to and subject to the terms and conditions of the Agreement, the Company agreed to pay to the Seller an aggregate purchase price of up to $4,200,000 for 100% of the issued and outstanding shares of common stock of GTG Financial (the "Acquired Shares"), subject to the adjustments described below, consisting of: (i) $281,250 in 14,063 shares (the "Preferred Shares") of the Company's Series A preferred convertible stock, par value $0.001 per share (the "Series A Preferred Stock"), each of which is convertible into shares of the Company's common stock, par value $0.001 per share ("Common Stock"), at a conversion price of $20 per share of Series A Preferred Stock, in accordance with the terms and conditions of and subject to the adjustments set forth in the corresponding certificate of designation (such shares, the "Conversion Shares"); (ii) $1,287,000 in 700,055 restricted shares of Common Stock (the "Company Shares"), at a price per share of $1.84, which was calculated based on the volume weighted average price of the Common Stock as reported

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 2.1** Stock Purchase Agreement, dated as of February 20, 2025, among reAlpha Tech Corp., GTG Financial, Inc. and Glenn Groves. (previously filed as Exhibit 2.1 of Form 8-K filed with the SEC on February 24, 2025). 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. ** Previously filed. 2 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: August 22, 2025 reAlpha Tech Corp. By: /s/ Michael J. Logozzo Michael J. Logozzo Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR