8-K
reAlpha Tech Corp. (AIRE)
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UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13or 15(d) of the
Securities ExchangeAct of 1934
Date of Report (dateof earliest event reported): April 28, 2026
reAlpha Tech Corp.
(Exact name of registrantas specified in its charter)
| Delaware | 001-41839 | 86-3425507 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation or organization) | (Commission File Number) | (I.R.S. Employer<br><br> <br>Identification Number) |
6515 Longshore Loop,Suite 100, Dublin, OH 43017
(Address of principalexecutive offices and zip code)
(707) 732-5742
(Registrant’stelephone 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<br>to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to<br>Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br>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 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information regarding the Charter Amendment and the Series A Preferred Stock Amendment (each as defined below) set forth below in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein in its entirety.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Reverse Stock Split
On April 28, 2026, reAlpha Tech Corp. (the “Company”) filed an amendment (the “Charter Amendment”) to its certificate of incorporation, as amended and restated, with the Secretary of State of Delaware to implement a 1-for-25 reverse stock split, such that every twenty-five (25) shares of the Company’s common stock, par value $0.001 per share (the “common stock”), will be combined into one (1) issued and outstanding share of common stock, with no change in the $0.001 par value per share (the “Reverse Stock Split”). The Reverse Stock Split was approved by the Company’s board of directors (the “Board”) and by the Company’s stockholders, with the Board authorized to determine the final reverse stock split ratio within the range approved by stockholders. The Reverse Stock Split will not reduce the number of authorized shares of common stock or preferred stock under the Company’s certificate of incorporation.
The Reverse Stock Split and Charter Amendment will be effective at 12:01 a.m., Eastern Time, on April 30, 2026. The Company expects that upon the opening of trading on April 30, 2026, the common stock will begin trading under its existing symbol “AIRE” on a post-split basis under CUSIP number 75607T204.
In accordance with the terms of the Company’s outstanding warrants, equity incentive plans and applicable award agreements, the number of shares of common stock underlying outstanding warrants and equity awards will be proportionately adjusted, and any exercise prices will be proportionately increased, to reflect the Reverse Stock Split. No fractional shares will be issued in connection with the Reverse Stock Split and stockholders of record who otherwise would be entitled to receive a fractional share will have such fractional interests rounded up to the nearest whole number of shares of common stock.
The foregoing description of the Charter Amendment is not complete and is subject to, and qualified in its entirety by, the complete text of the Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and incorporated by reference herein.
Amendment to the Certificateof Designation
As previously reported, on February 20, 2025, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of Delaware, designating 1,000,000 shares of the Company’s preferred stock as Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”).
In connection with the Reverse Stock Split, on April 28, 2026, the Company filed an amendment to the Certificate of Designation with the Secretary of State of Delaware to be effective immediately upon filing (the “Series A Preferred Stock Amendment”), which was consented to and approved by the Board and the sole holder of the issued and outstanding shares of Series A Preferred Stock. The Series A Preferred Stock Amendment amends the Certificate of Designation to correct a drafting error in the formula set forth in the Certificate of Designation for the adjustment of the Conversion Price (as defined in the Certificate of Designation) of the Series A Preferred Stock upon any stock dividend, subdivision or combination of the Company’s outstanding shares of common stock, including in connection with the Reverse Stock Split. Specifically, the Series A Preferred Stock Amendment provides that, upon any such event, the Conversion Price will be adjusted by multiplying the Conversion Price by a fraction of which the numerator is the number of shares of common stock outstanding immediately before such event and the denominator is the number of shares of common stock outstanding after such event. As a result, upon effectiveness of the Reverse Stock Split, the Conversion Price of the Series A Preferred Stock will be proportionately increased and the number of shares of common stock issuable upon conversion of the Series A Preferred Stock will be proportionately reduced, in each case subject to the terms of the Certificate of Designation, as amended. Except as expressly provided in the Series A Preferred Stock Amendment, the terms and provisions of the Certificate of Designation remain in full force and effect.
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The foregoing descriptions of the Certificate of Designation and the Series A Preferred Stock Amendment are not complete and are subject to, and qualified in their entirety by, the complete text of the Certificate of Designation and the Series A Preferred Stock Amendment, as applicable. A copy of the Certificate of Designation was previously filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K dated February 24, 2025, and a copy of the Series A Preferred Stock Amendment is filed hereto as Exhibit 3.3 to this Current Report on Form 8-K, each of which is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On April 28, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the 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 except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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: April 28, 2026 | REALPHA TECH CORP. | |
|---|---|---|
| By: | /s/ Michael J. Logozzo | |
| Michael J. Logozzo | ||
| Chief Executive Officer |
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF REALPHA TECH CORP.
reAlpha Tech Corp., a Delaware corporation (the “Corporation”) does hereby certify that:
FIRST: The name of the Corporation is reAlpha Tech Corp. The Corporation’s original certificate of incorporation was filed with the Secretary of State of the State of Delaware on April 22, 2021 (the “Original Certificate”). The Corporation’s First Amended and Restated Certificate of Incorporation (the “First Amended and Restated Certificate”) was filed with the Secretary of State of the State of Delaware on August 12, 2021, which restated the Original Certificate in its entirety. The Corporation’s Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate”) was filed with the Secretary of State of the State of Delaware on October 18, 2023, which restated the First Amended and Restated Certificate in its entirety.
SECOND: Article IV of the Second Amended and Restated Certificate is hereby amended by deleting and restating such Article IV in its entirety as follows:
“The total number of shares of capital stock that the Corporation shall have authority to issue is up to 205,000,000 shares, consisting of: (i) 200,000,000 shares of common stock, having a par value of $0.001 per share (the “Common Stock”); and (ii) 5,000,000 shares of preferred stock, having a par value of $0.001 per share (the “Preferred Stock”).
Reverse Stock Split. Effective as of 12:01 a.m., Eastern Time on April 30, 2026 (the “Effective Time”), each twenty-five (25) outstanding shares of Common Stock outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall be combined and converted into one (1) share of Common Stock (the “New Common Stock”) based on a ratio of one (1) share of New Common Stock for each twenty-five (25) shares of Old Common Stock. This reverse stock split (the “Reverse Split”) of the outstanding shares of Common Stock shall not affect the total number of shares of capital stock, including the Common Stock, that the Company is authorized to issue, which shall remain as set forth under this Article IV.
The Reverse Split shall occur without any further action on the part of the Corporation or the holders of shares of New Common Stock and whether or not certificates representing such holders’ shares prior to the Reverse Split are surrendered for cancellation. No fractional interest in a share of New Common Stock shall be deliverable upon the Reverse Split, all of which shares of New Common Stock held by stockholders of record shall be rounded up to the nearest whole number of such shares. No stockholders will receive cash in lieu of fractional shares. All references to “Common Stock” in this Certificate of Incorporation shall be to the New Common Stock.”
THIRD: This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: This Certificate of Amendment shall become effective at 12:01 a.m., Eastern Time on April 30, 2026.
* * * *
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its officer thereunto duly authorized this 28th day of April, 2026.
| reAlpha Tech Corp. | |
|---|---|
| By: | /s/ Michael J. Logozzo |
| Name: | Michael J. Logozzo |
| Title: | Chief Executive Officer |
Exhibit 3.3
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
SERIES A CONVERTIBLE PREFERRED STOCK
OF
REALPHA TECH CORP.
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
reAlpha Tech Corp., a Delaware corporation (the “Corporation”), does hereby certify as follows:
WHEREAS, the Corporation filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock with the Secretary of State of the State of Delaware on February 20, 2025 (the “Certificate of Designation”), designating 1,000,000 shares of the Corporation’s preferred stock as Series A Convertible Preferred Stock (the “Series A Preferred Stock”);
WHEREAS, Section 7.1 of the Certificate of Designation provides for adjustment of the Conversion Price upon any stock dividend, subdivision or combination of the outstanding shares of Common Stock, and that the Conversion Price shall be multiplied by a fraction of which the numerator is the number of shares of Common Stock outstanding immediately after such event and the denominator is the number of shares of Common Stock outstanding immediately before such event;
WHEREAS, the Board of Directors of the Corporation (the “Board of Directors”) has determined that Section 7.1 of the Certificate of Designation contains a defect in that the formula set forth therein produces a result that is inconsistent with the intended economic purpose of such provision, which is to preserve the economic equivalence of the conversion rights of the Series A Preferred Stock following any stock dividend, subdivision or combination;
WHEREAS, Section 4.1 of the Certificate of Designation provides that the Corporation, when authorized by resolutions of its Board of Directors, may amend or supplement the Certificate of Incorporation (which includes, for the avoidance of doubt, the Certificate of Designation) without the consent of any holder of Series A Preferred Stock or any holder of Common Stock to cure any ambiguity, defect or inconsistency in the Certificate of Designation;
WHEREAS, the Board of Directors has determined that the amendment set forth herein is necessary and appropriate to cure the defect described above, and has duly authorized this Certificate of Amendment by resolutions adopted pursuant to a unanimous written consent effective as of April 27, 2026; and
WHEREAS, the sole holder of the outstanding shares of Series A Preferred Stock has consented to this Certificate of Amendment.
NOW, THEREFORE, BE IT RESOLVED, that the Certificate of Designation is hereby amended as follows:
1. Amendmentto Section 7.1. Section 7.1 of the Certificate of Designation is hereby amended and restated in its entirety as follows:
“7.1 Stock Dividends and Stock Splits.If the Corporation, at any time while this Series A Preferred Stock is outstanding: (A) pays a stock dividend or otherwise makes a distributionor distributions payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issuedby the Corporation upon conversion of this Series A Preferred Stock) with respect to the then outstanding shares of Common Stock; (B)subdivides outstanding shares of Common Stock into a larger number of shares; or (C) combines (including by way of a reverse stock split)outstanding shares of Common Stock into a smaller number of shares, then the Conversion Price shall be multiplied by a fraction of whichthe numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediatelybefore such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event(excluding any treasury shares of the Corporation). Any adjustment made pursuant to this Section 7.1 shall become effective immediatelyafter the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effectiveimmediately after the effective date in the case of a subdivision or combination.”
2. Effectof Amendment. Except as specifically amended hereby, the Certificate of Designation shall remain in full force and effect and is hereby ratified and confirmed in all respects. In the event of any conflict between the terms of this Certificate of Amendment and the Certificate of Designation, the terms of this Certificate of Amendment shall control.
3. EffectiveDate. This Certificate of Amendment shall become effective upon filing with the Secretary of State of the State of Delaware.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, reAlpha Tech Corp. has caused this Certificate of Amendment to be duly executed by its authorized officer on April 28, 2026.
| REALPHA TECH CORP. | |
|---|---|
| By: | /s/ Michael J. Logozzo |
| Name: | Michael J. Logozzo |
| Title: | Chief Executive Officer |
Exhibit 99.1
reAlpha (NASDAQ: AIRE) Announces 1-for-25 Reverse Stock Split tobe Effective on April 30, 2026
1-for-25 Reverse Stock Split Intended to SupportCompliance with Nasdaq’s Minimum Bid Price Requirement for Continued Listing
DUBLIN, OH, April 28, 2026 (GLOBE NEWSWIRE) – reAlpha Tech Corp. (Nasdaq: AIRE) (“reAlpha” or the “Company”), an AI-powered real estate technology company, today announced a 1-for-25 reverse stock split of its outstanding common stock. The reverse stock split will become effective at 12:01 a.m. ET on April 30, 2026. The common stock is expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market (“Nasdaq”) under the same symbol “AIRE” when the market opens on April 30, 2026, with the new CUSIP number 75607T204.
The reverse stock split was approved by the Company’s stockholders at its annual meeting of stockholders held on October 8, 2025. The reverse stock split is intended to increase the per share trading price of the Company’s common stock to regain compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq. The reverse stock split will reduce the number of outstanding shares of the Company’s common stock from approximately 134.12 million shares pre-reverse split to approximately 5.36 million shares post-reverse split.
The number of authorized shares of common stock and the par value per share will remain unchanged. As a result of the reverse stock split, every 25 shares of the Company’s pre-reverse split common stock will be combined and reclassified into one share of common stock. Proportionate voting rights and other rights of such holders will not be affected by the reverse stock split. No fractional shares will be issued in connection with the reverse stock split, and all such fractional interests held by stockholders of record will be rounded up to the nearest whole number of shares of common stock.
In accordance with the terms of the Company’s outstanding preferred stock, warrants, equity incentive plans and applicable award agreements, the number of shares underlying outstanding preferred stock, warrants and equity awards will be proportionately adjusted, and any conversion and exercise prices will be proportionately adjusted, to reflect the reverse stock split.
The Company’s transfer agent, VStock Transfer, LLC, is acting as exchange agent for the reverse stock split and will send instructions to stockholders of record regarding the exchange of certificates for common stock, if any, for uncertificated shares of common stock. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to the brokers’ particular processes, and generally will not be required to take any action in connection with the reverse stock split.
Additional information about the reverse stock split can be found in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on August 25, 2025 (the “Proxy Statement”). The Proxy Statement is available at www.sec.gov or at the Company’s website at www.realpha.com. Additional information regarding this reverse stock split will be included in a Current Report on Form 8-K to be filed by the Company with the SEC on or about the date hereof.
Forward-Looking Statements
This press release may contain forward-looking statements about the Company within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, reAlpha’s expectations regarding anticipated compliance with Nasdaq’s minimum bid price rules. You can find many (but not all) of these statements by looking for words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “would,” “should,” “could,” “may,” “will” or other similar expressions. While management has based any forward-looking statements included in this press release on its current expectations on reAlpha’s strategy, plans, intentions, performance, or future occurrences or results, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors, many of which are outside of reAlpha’s control, that could cause actual results to materially differ from such statements. Such risks, uncertainties and other factors include, but are not limited to, reAlpha’s ability to regain compliance with Nasdaq’s minimum bid price rule; reAlpha’s limited operating history and that reAlpha has not yet fully developed its AI-based technologies; the health of the U.S. residential real estate industry and changes in general economic conditions; reAlpha’s ability to pay contractual obligations; reAlpha’s liquidity, operating performance, cash flow and ability to secure adequate financing; reAlpha’s ability to maintain compliance with all Nasdaq listing rules; reAlpha’s ability to generate additional sales or revenue from having access to, or obtaining, additional U.S. states brokerage licenses; 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 integrate the business of its acquired companies into its existing business and the anticipated demand for such acquired companies’ services; reAlpha’s ability to successfully enter new geographic markets and 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 or any legal proceedings that may be instituted 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; the inability to maintain and strengthen reAlpha’s brand and reputation; reAlpha’s ability to enhance its operational efficiency, improve cross-functional coordination and support the reAlpha platform’s continued growth through the implementation of new internal processes and initiatives, including upgrades thereto; reAlpha’s ability to continue attracting loan officers and maintain its relationship with its REALTOR® affiliate to expand its operations nationally; any accidents or incidents involving cybersecurity breaches and incidents; the availability of rebates, which may be limited or restricted by state law; risks specific to AI-based technologies, including potential inaccuracies, bias, or regulatory restrictions; risks related to data privacy, including evolving laws and consumer expectations; the inability to accurately forecast demand for 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; reAlpha’s ability to obtain additional financing or access the capital markets on acceptable terms and conditions in the future; changes in applicable laws or regulations, including with respect to the real estate market, AI and AI technologies, and the impact of the regulatory environment and complexities with compliance related to such environment; reAlpha’s ability to effectively compete in the real estate and AI industries; and other risks and uncertainties indicated in reAlpha’s filings with the U.S. Securities and Exchange Commission (the “SEC”). 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.
About reAlpha Tech Corp.
reAlpha Tech Corp. (Nasdaq: AIRE) is an AI-powered real estate technology company that aims to transform the multi-trillion-dollar U.S. real estate services market. reAlpha is developing an end-to-end platform that streamlines real estate transactions through integrated brokerage, mortgage, and title services. With a strategic, acquisition-driven growth model and proprietary AI infrastructure, reAlpha is building a vertically integrated ecosystem designed to deliver a simpler, smarter, and more affordable path to homeownership. For more information, visit www.realpha.com.
Media Contact:
Cristol Rippe, Chief Marketing Officer
media@realpha.com
Investor Relations Contact:
Adele Carey, VP of Investor Relations
InvestorRelations@reAlpha.com