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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange
Act of 1934
Date of Report (date
of earliest event reported): June 3, 2025
reAlpha Tech Corp.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-41839 |
|
86-3425507 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
6515 Longshore Loop,
Suite 100, Dublin, OH 43017
(Address of principal
executive offices and zip code)
(707) 732-5742
(Registrant’s
telephone number, including area code)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
AIRE |
|
The Nasdaq Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
June 3, 2025, Giri Devanur, the Chief Executive Officer (and principal executive officer) of reAlpha Tech Corp. (the “Company”),
informed the board of directors of the Company (the “Board”) of his departure from the role of Chief Executive Officer of the Company, effective
immediately. Effective June 3, 2025, the Board appointed Mr. Devanur, who currently serves as Chairman of the Board, as Executive Chairman of the Board, a new role at the Company.
Biographical
information for Mr. Devanur can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed
with the Securities and Exchange Commission (the “SEC”) on April 2, 2025, as amended by Amendment No. 1 on Form 10-K/A filed
with the SEC on May 13, 2025 (as so amended, the “Form 10-K”) under the section entitled “Directors, Executive Officers
and Corporate Governance,” which is incorporated in this Item 5.02 by reference.
In
connection with Mr. Devanur’s appointment, the Company entered into a second amendment (the “Devanur Amendment”) to
the Company’s employment agreement with Mr. Devanur dated April 11, 2023, as previously amended on February 1, 2024 (as so amended,
the “Amended Employment Agreement of Mr. Devanur”) to reflect his position as Executive Chairman of the Board. The Amended
Employment Agreement of Mr. Devanur is substantially the same as the original employment agreement, except that the Amended
Employment Agreement of Mr. Devanur recognizes that Mr. Devanur will now act as Executive Chairman of the Board. In his role as
Executive Chairman of the Board, Mr. Devanur will serve as a resource to the chief executive officer
and senior management of the Company by, among other things, providing strategic guidance and assisting with key stakeholder relationships.
Mr. Devanur will also continue to perform all of his duties as Chairman of the Board. The foregoing description of the Amended
Employment Agreement of Mr. Devanur is qualified in its entirety by reference to the Devanur Amendment, which is attached
as Exhibit 10.1 hereto and incorporated into this Item 5.02 by reference.
On
the same date, the Board appointed Michael J. Logozzo, the Company’s Chief Operating Officer and President, to
serve as its Chief Executive Officer (and principal executive officer),
effective immediately. While Mr. Logozzo will no longer serve as President of the Company, he will serve as the Company’s
Interim Chief Operating Officer while the Company conducts its search for a permanent successor. The Company does not plan to hire
or appoint a new President at this time. Biographical information for Mr. Logozzo can be found in the Company’s Form 10-K
under the section entitled “Directors, Executive Officers and Corporate Governance,” which is incorporated in this Item
5.02 by reference.
In
connection with Mr. Logozzo’s appointment, the Company entered into a second amendment (the “Logozzo Amendment”)
to the Company’s employment agreement with Mr. Logozzo dated April 11, 2023, as previously amended on February 1, 2024 (as so
amended, the “Amended Employment Agreement of Mr. Logozzo”) to reflect his position as Chief Executive Officer of the
Company. The Amended Employment Agreement of Mr. Logozzo is substantially the same as the original employment agreement,
except that the Amended Employment Agreement of Mr. Logozzo recognizes that Mr. Logozzo will
now act as Chief Executive Officer of the Company. The foregoing description of the Amended
Employment Agreement of Mr. Logozzo is qualified in its entirety by reference to the Logozzo Amendment to Employment,
which is attached as Exhibit 10.2 hereto and incorporated into this Item 5.02 by reference.
There
is no arrangement or understanding between Mr. Devanur and any other person pursuant to which he was selected as Executive Chairman of
the Board. There is no arrangement or understanding between Mr. Logozzo and any other person pursuant to which he was selected as Chief
Executive Officer (and principal executive officer). Neither Mr. Devanur nor Mr. Logozzo has any family relationships with any of our
directors or executive officers, and neither Mr. Devanur nor Mr. Logozzo has any direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01. Regulation
FD Disclosure.
On
June 4, 2025, the Company issued a press release announcing Mr. Devanur’s transition to Executive Chairman of the Board and Mr.
Logozzo’s appointment as Chief Executive Officer of the Company. A copy of the press release is being furnished as Exhibit 99.1
to this Form 8-K. The information in this Item 7.01 of this Form 8-K, including Exhibit 99.1, 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 it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: June 4, 2025 |
reAlpha Tech Corp. |
| |
|
|
| |
By: |
/s/ Michael J. Logozzo |
| |
|
Michael J. Logozzo |
| |
|
Chief Executive Officer and
Interim Chief Operating Officer |
3
Exhibit 10.1
June 3, 2025
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment No. 2 to Employment Agreement (the
“Amendment”) is made and entered into as of June 3, 2025 (the “Effective Date”) by and between Giri
Devanur (“Mr. Devanur”) and reAlpha Tech Corp., a Delaware corporation (the “Company”).
WHEREAS, the Company and Mr. Devanur are
parties to an employment agreement dated April 11, 2023, as amended by amendment no. 1 to employment agreement dated as of February 1,
2024 (as so amended, the “Employment Agreement”) (capitalized terms used herein, and not otherwise defined, shall have
the respective meanings ascribed to them in Employment Agreement); and
WHEREAS, the Company and Mr. Devanur wish
to amend the Employment Agreement to reflect changes in Mr. Devanur’s role and terms of employment as set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. Amendments to the Employment Agreement.
Effective as of the Effective Date, the Employment Agreement shall be hereby amended as follows:
1.1 All references to the term “Employee”
in the Employment Agreement shall be deleted and replaced with the name “Mr. Devanur.” Accordingly, the term “Employee”
is hereby deleted from the defined terms in the Employment Agreement, and all references to such term throughout the Employment Agreement
shall be deemed to refer to Mr. Devanur.
1.2 Section 1 of the Employment Agreement
shall be amended and restated in its entirety as follows:
“Title and Job Duties
| (a) | Subject to the terms and conditions set forth in this Agreement, the Board of Directors of the Company
(the “Board”) wishes to appoint Giri Devanur (“Mr. Devanur”) as the Executive Chairman (“Executive
Chairman”) of the Board and he will report solely and directly to the Board. In his capacity as Executive Chairman, Mr. Devanur
shall have the duties, authorities and responsibilities ascribed to the Chairman in the Company bylaws, and, in addition, shall have such
duties and responsibilities as are customarily assigned to persons serving in active Executive Chairman roles and such other duties and
responsibilities as may be delegated from time to time by the Board, including, without limitation, providing strategic guidance to the
chief executive officer and senior management of the Company, assisting with key stakeholder relationships, and supporting the execution
of the Company’s long-term vision. |
| (b) | Mr. Devanur agrees to devote the time, attention, and energy reasonably necessary to fulfill the responsibilities
of an Executive Chairman. Mr. Devanur may continue to engage in other professional or personal activities; provided, that such activities
do not: (i) materially interfere or conflict with the Mr. Devanur’s duties hereunder, (ii) create a potential business or fiduciary
conflict and (iii) include the engagement in, investment in or participation in (whether as an owner,
employee, officer, director, manager, consultant, independent contractor, agent, partner, advisor, or in any other capacity) any
business of a competitor real estate technology company. Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit
the acquisition as a passive investment of not more than five percent (5%) of the capital stock of a competing business whose stock is
traded on a national securities exchange or over-the-counter and shall not be deemed to prohibit the acquisition of any shares of capital
stock of Company.” |
1.2 Section 9(a) of the Employment Agreement
shall be amended and restated as follows:
Mr. Devanur will not, for a period of
two (2) years following the termination of his service as Executive Chairman for any reason (the “Restricted Period”),
directly or indirectly, for himself or on behalf of or in conjunction with any other person or entity, engage in, invest in or otherwise
participate in (whether as an owner, employee, officer, director, manager, consultant, independent contractor, agent, partner, advisor,
or in any other capacity) any business of a competitor real estate technology company (such business, the “Restricted Business”).
Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit the acquisition as a passive investment of not more
than five percent (5%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter
and shall not be deemed to prohibit the acquisition of any shares of capital stock of Company.
2. Ratification. Except as specifically
modified herein, all terms and conditions of the Employment Agreement are hereby ratified and remain in full force and effect.
3. Governing Law: Jurisdiction and Venue.
This Amendment, for all purposes, shall be construed in accordance with the laws of the State of Ohio without regard to conflicts of law
principles. Any action or proceeding by either of the parties to enforce this Amendment shall be brought only in a state or federal court
located in the State of Ohio. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense
of inconvenient forum to the maintenance of any such action or proceeding in such venue.
4. Miscellaneous. This Amendment may be
executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and
all of which together shall constitute one instrument. In the event that any signature is delivered by an e-mail, which contains a copy
of an executed signature page such as a portable document format (.pdf) file, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such e-mail of an executed
signature page such as a .pdf signature page were an original thereof.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have executed
this Amendment as of the Effective Date.
| REALPHA TECH CORP. |
|
GIRI DEVANUR |
| |
|
|
| By: |
/s/ Piyush Phadke |
|
By: |
/s/ Giri Devanur |
| |
|
|
| Name: |
Piyush Phadke |
|
Date: |
June 3, 2025 |
| |
|
|
| Title: |
Chief Financial Officer |
|
|
| |
|
|
| Date: |
June 3, 2025 |
|
|
Exhibit 10.2
June 3, 2025
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment No. 2 to Employment Agreement (the
“Amendment”) is made and entered into as of June 3, 2025 (the “Effective Date”) by and between Michael
J. Logozzo (the “Employee”) and reAlpha Tech Corp., a Delaware corporation (the “Company”).
WHEREAS, the Company and Employee are parties
to an employment agreement dated April 11, 2023, as amended by amendment no. 1 to employment agreement dated as of February 1, 2024 (as
so amended, the “Employment Agreement”) (capitalized terms used herein, and not otherwise defined, shall have the respective
meanings ascribed to them in Employment Agreement); and
WHEREAS, the Company and Employee wish
to amend the Employment Agreement to reflect changes in Employee’s role and terms of employment as set forth herein.
NOW, THEREFORE, the parties agree as follows:
| 1. | Amendments to the Employment Agreement. Effective as of the Effective Date, the Employment Agreement
shall be hereby amended as follows: |
1.1 Section 1(a) of the Employment Agreement
shall be amended and restated as follows:
“Title and Job Duties
| (a) | Subject to the terms and conditions set forth in this Agreement, the Company agrees to employ you (“Employee”)
as the Chief Executive Officer of the Company (“CEO”) of the Company reporting to the Board of Directors of the Company
(the “Board”). In his capacity as CEO, the Employee shall have the duties, authorities and responsibilities as set
forth in the Company bylaws, or as designated from time to time by the Board, as applicable.” |
1.2 Section 9(a) of the Employment Agreement
shall be amended and restated as follows:
The Employee will not, for a period
of two (2) years following the termination of his employment for any reason (the “Restricted Period”), directly or
indirectly, for himself or on behalf of or in conjunction with any other person or entity, engage in, invest in or otherwise participate
in (whether as an owner, employee, officer, director, manager, consultant, independent contractor, agent, partner, advisor, or in any
other capacity) any business of a competitor real estate technology company (such business, the “Restricted Business”).
Notwithstanding the above, the foregoing covenant shall not be deemed to prohibit the acquisition as a passive investment of not more
than five percent (5%) of the capital stock of a competing business whose stock is traded on a national securities exchange or over-the-counter
and shall not be deemed to prohibit the acquisition of any shares of capital stock of Company.
2. Ratification. Except as specifically
modified herein, all terms and conditions of the Employment Agreement are hereby ratified and remain in full force and effect.
3. Governing Law: Jurisdiction and Venue.
This Amendment, for all purposes, shall be construed in accordance with the laws of the State of Ohio without regard to conflicts of law
principles. Any action or proceeding by either of the parties to enforce this Amendment shall be brought only in a state or federal court
located in the State of Ohio. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense
of inconvenient forum to the maintenance of any such action or proceeding in such venue.
4. Miscellaneous. This Amendment may be
executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and
all of which together shall constitute one instrument. In the event that any signature is delivered by an e-mail, which contains a copy
of an executed signature page such as a portable document format (.pdf) file, such signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such e-mail of an executed
signature page such as a .pdf signature page were an original thereof.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties hereto have executed
this Amendment as of the Effective Date.
| REALPHA TECH CORP. |
|
EMPLOYEE |
| |
|
|
| By: |
/s/ Piyush Phadke |
|
By: |
/s/ Michael J. Logozzo |
| |
|
|
| Name: |
Piyush Phadke |
|
Name: |
Michael J. Logozzo |
| |
|
|
| Title: |
Chief Financial Officer |
|
|
| |
|
|
| Date: |
June 3, 2025 |
|
Date: |
June 3, 2025 |
Exhibit 99.1
reAlpha Appoints Mike Logozzo as CEO to Accelerate
Growth
Founder Giri Devanur Transitions to Executive
Chairman
DUBLIN, OHIO, – June 4, 2025 (GLOBE NEWSWIRE)
– reAlpha Tech Corp. (Nasdaq: AIRE) (“reAlpha” or the “Company”), an AI-powered real estate technology company,
today announced a strategic leadership transition to support its next phase of growth. Effective June 3, 2025, Mike Logozzo, President
and Chief Operating Officer, has been appointed Chief Executive Officer, and Giri Devanur, reAlpha’s founder, Chairman of the Board
and former Chief Executive Officer, has assumed the role of Executive Chairman of the Board. As part of this transition, Mr. Logozzo will
serve as Interim Chief Operating Officer until a successor is identified.
Since joining reAlpha, Mr. Logozzo has played
a pivotal role in the company’s momentum, serving as Chief Financial Officer and later as President and Chief Operating Officer.
Under his guidance, reAlpha has expanded its national presence, launched the proprietary AI platform Claire, and enhanced its real
estate, mortgage, and title capabilities. His proven success across operations, financial services, and innovation has been critical to
reAlpha’s ongoing advancement.
“With the foundation firmly in place, now
is the right time to evolve our leadership,” said Mr. Devanur. “We’ve built a strong platform, assembled a world-class
team, and defined a clear vision. Mike has consistently demonstrated the operational expertise and strategic insight needed to execute
at scale,” added Mr. Devanur. “I have great confidence in his ability to lead reAlpha into its next chapter.”
“I am honored to lead reAlpha into its next
phase of growth,” said Mr. Logozzo. “We are uniquely positioned to transform the homebuying journey through technology, data,
and integrated services. In partnership with our executive team and Board, I am fully committed to our customers and shareholders. Together,
we will expand our national footprint, scale our end-to-end platform, and deliver long-term results across all facets of the business.”
This transition marks a strategic inflection point,
reinforcing reAlpha’s focus on operational excellence and setting the stage for accelerated growth and innovation.
About reAlpha Tech Corp.
reAlpha Tech Corp. (Nasdaq: AIRE) is an AI-powered
real estate technology company transforming the multi-trillion-dollar U.S. real estate services market. reAlpha is developing an end-to-end
platform that streamlines the homebuying journey, including real estate brokerage, mortgage and title services. With a strategic, acquisition-driven
growth model and a proprietary AI infrastructure, reAlpha is building a vertically integrated ecosystem designed to deliver a streamlined
and more affordable path to homeownership. For more information, visit www.realpha.com.
Forward-Looking Statements
The information in this press release includes
“forward-looking statements.” Any statements other than statements of historical fact contained herein, including statements
about the appointment of Mr. Logozzo as Chief Executive Officer and Mr. Devanur as Executive Chairman of the Board and the anticipated
benefits thereof, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”,
“should”, “could”, “might”, “plan”, “possible”, “project”, “strive”,
“budget”, “forecast”, “expect”, “intend”, “will”, “estimate”,
“anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives
of these terms or variations of them or similar terminology. Factors that may cause actual results to differ materially from current expectations
include, but are not limited to: reAlpha’s ability to pay contractual obligations; reAlpha’s liquidity, operating performance,
cash flow and ability to secure adequate financing; reAlpha’s limited operating history and that reAlpha has not yet fully developed
its AI-based technologies; whether reAlpha’s technology and products will be accepted and adopted by its customers and intended
users; reAlpha’s ability to commercialize its developing AI-based technologies; reAlpha’s ability to successfully enter new
geographic markets; reAlpha’s ability to integrate the business of its acquired companies into its existing business and the anticipated
demand for such acquired companies’ services; reAlpha’s ability to scale its operational capabilities to expand into additional
geographic markets and nationally; the potential loss of key employees of reAlpha and of its subsidiaries; the outcome of certain outstanding
legal proceedings against reAlpha; reAlpha’s ability to obtain, and maintain, the required licenses to operate in the U.S. states
in which it, or its subsidiaries, operate in, or intend to operate in; reAlpha’s ability to successfully identify and acquire companies
that are complementary to its business model; reAlpha’s ability to commercialize its developing AI-based technologies; the inability
to maintain and strengthen reAlpha’s brand and reputation; any accidents or incidents involving cybersecurity breaches and incidents;
the inability to accurately forecast demand for short-term rentals and AI-based real estate-focused products; the inability to execute
business objectives and growth strategies successfully or sustain reAlpha’s growth; the inability of reAlpha’s customers to
pay for reAlpha’s services; the inability of reAlpha to obtain additional financing or access the capital markets to fund its ongoing
operations on acceptable terms and conditions; the outcome of any legal proceedings that might be instituted against reAlpha; changes
in applicable laws or regulations, and the impact of the regulatory environment and complexities with compliance related to such environment;
and other risks and uncertainties indicated in reAlpha’s U.S. Securities and Exchange Commission (“SEC”) filings. Forward-looking
statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks
and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking
statements. Although reAlpha believes that the expectations reflected in the forward-looking statements are reasonable, there can be no
assurance that such expectations will prove to be correct. reAlpha’s future results, level of activity, performance or achievements
may differ materially from those contemplated, expressed or implied by the forward-looking statements, and there is no representation
that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking statements. For more information
about the factors that could cause such differences, please refer to reAlpha’s filings with the SEC. Readers are cautioned not to
put undue reliance on forward-looking statements, and reAlpha does not undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.
Media Contact:
Cristol Rippe, Chief Marketing Officer
[email protected]
Investor Relations Contact:
Adele Carey, VP of Investor Relations
[email protected]