UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On December 27, 2024, reAlpha Tech Corp. (the “Company”) filed a prospectus supplement (the “Current Prospectus Supplement”) to increase the maximum number of shares (the “Placement Shares”) of the Company’s common stock issuable pursuant to the At the Market Sales Agreement between the Company and A.G.P./Alliance Global Partners, dated December 19, 2024 (the “Sales Agreement”), to up to an aggregate of $14,275,000 of Placement Shares.
The issuance and sale of the Placement Shares by the Company under the Sales Agreement will be made pursuant to the Company’s 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, as supplemented by the prospectus supplement dated as of December 19, 2024, and the Current Prospectus Supplement.
A copy of the legal opinion of Mitchell Silberberg & Knupp LLP relating to the Placement Shares is filed as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 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). |
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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: December 27, 2024 | REALPHA TECH CORP. | |
| By: | /s/ Giri Devanur | |
| Giri Devanur | ||
| Chief Executive Officer | ||
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