reAlpha Tech Corp. Files 8-K: Material Agreement & Equity Sales

Ticker: AIRE · Form: 8-K · Filed: Nov 25, 2025 · CIK: 1859199

Realpha Tech CORP. 8-K Filing Summary
FieldDetail
CompanyRealpha Tech CORP. (AIRE)
Form Type8-K
Filed DateNov 25, 2025
Risk Levelmedium
Pages9
Reading Time10 min
Key Dollar Amounts$0.001, $4,500,000, $750,000, $1,250,000, $0
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, equity-sale, 8-k

TL;DR

reAlpha Tech Corp. signed a big deal and sold some stock, filing an 8-K on Nov 25, 2025.

AI Summary

On November 21, 2025, reAlpha Tech Corp. entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits, with the report being filed as of November 25, 2025.

Why It Matters

This 8-K filing indicates significant corporate activity for reAlpha Tech Corp., including a new material agreement and potential equity issuances, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate dilution or a need for capital, and the entry into a material definitive agreement requires further scrutiny.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by reAlpha Tech Corp. on November 21, 2025?

The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.

What type of equity securities were sold by reAlpha Tech Corp. under unregistered sales?

The filing mentions unregistered sales of equity securities, but the specific type and amount of securities are not detailed in the provided text.

What is the primary business of reAlpha Tech Corp. according to its SIC code?

The Standard Industrial Classification (SIC) code for reAlpha Tech Corp. is 6500, which corresponds to Real Estate.

When was reAlpha Tech Corp. incorporated or organized?

reAlpha Tech Corp. was incorporated or organized in Delaware.

What is the former name of reAlpha Tech Corp. and when did the name change occur?

The former name of reAlpha Tech Corp. was ReAlpha Asset Management Inc., and the date of the name change was April 27, 2021.

Filing Stats: 2,556 words · 10 min read · ~9 pages · Grade level 15.2 · Accepted 2025-11-25 07:46:26

Key Financial Figures

Filing Documents

01. Entry

Item 1.01. Entry into a Material Definitive Agreement. Agreement and Plan of Merger On November 21, 2025 (the "Closing Date"), reAlpha Tech Corp. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Prevu, Inc., a Delaware corporation ("Prevu"), reAlpha Merger Sub, Inc., a Delaware corporation and a newly formed wholly-owned subsidiary of the Company (the "Merger Sub") and Thomas Kutzman, as the stockholder representative. The Merger Agreement provides that, among other things and on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into Prevu (the "Merger"), with Prevu surviving the Merger as a wholly-owned subsidiary of the Company. Pursuant to and subject to the terms and conditions of the Merger Agreement, the Merger became effective on November 21, 2025, upon the filing and acceptance of the Certificate of Merger by the Secretary of State of Delaware (the "Effective Time"). Pursuant to and subject to the terms and conditions of the Merger Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, Merger Sub, the Company or any Equityholder (as defined in the Merger Agreement): (i) all shares of Prevu common stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time, including any shares held by Prevu as treasury stock immediately prior to the Effective Time, other than any Dissenting Shares (as defined in the Merger Agreement), were cancelled and ceased to exist, and as a result were no longer deemed outstanding as of such time, for no consideration or payment in exchange therefor or in respect thereof; (ii) all shares of Prevu's series seed preferred stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time, other than any Dissenting Shares, were cancelled and extinguished, and as a result were no longer deemed outstanding as of such time and represente

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information included in Item 1.01 of this Form 8-K is incorporated by reference into this Item 3.02 to the extent required. In connection with the transactions contemplated by the Merger Agreement, the Company also entered into certain ancillary agreements, including a transition agreement (the "Co-Founder Transition Agreement"), between the Company and a co-founder of Prevu (the "Co-Founder"), pursuant to which the Co-Founder, among other consideration, received $100,000 in shares of Common Stock, or 200,080 shares of Common Stock, at a price per share of $0.4998 (the "Co-Founder Shares," and together with the Closing Payment Purchaser Stock and the Additional Payment Purchaser Stock, the "Shares") on the Closing Date as consideration for certain transition services to be rendered to the Company. The Shares issued or issuable pursuant to the Merger Agreement and the Co-Founder Transition Agreement will be issued pursuant to an exemption from registration provided by Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), because such issuances will not involve a public offering, each of the recipients will take the Shares for investment and not resale, the Company took appropriate measures to restrict transfer of the Shares, and each recipient is a sophisticated investor. The Shares are subject to transfer restrictions, and the book-entry records evidencing the Shares contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. Such Shares were not registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 25, 2025, the Company issued a press release announcing the consummation of the Merger. A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K. On the same date, the Company made available a corporate presentation on its website at ir.realpha.com containing information related to the Company's strategic focus, business developments, including the consummation of the Merger, and recent trends. Representatives of the Company intend to present some of or all of this presentation to investors at various conferences and meetings beginning on the date hereof. A copy of the presentation is furnished as Exhibit 99.2 to this Form 8-K. These materials should be read together with the information included in the Company's other filings with the SEC, including, but not limited to, the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as amended on May 13, 2025, Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, as amended on August 15, 2025, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. The information in this Item 7.01 of this Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 2.1*+ Agreement and Plan of Merger, dated as of November 21, 2025, among reAlpha Tech Corp., Prevu, Inc., reAlpha Merger Sub, Inc. and Thomas Kutzman, as stockholder representative. 99.1** Press Release, dated November 25, 2025. 99.2** Investor Presentation, dated November 2025. 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. ** Furnished herewith. + Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request. 3 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: November 25, 2025 reAlpha Tech Corp. By: /s/ Michael J. Logozzo Michael J. Logozzo Chief Executive Officer 4

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