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): February 27, 2025

reAlpha Tech Corp.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 1.01. Entry into a Material Definitive Agreement.

On February 27, 2025, reAlpha Tech Corp. (the “Company”) entered into Amendment No. 2 to At the Market Sales Agreement (“Amendment No. 2”) with A.G.P./Alliance Global Partners (“A.G.P.”), which amended the At the Market Sales Agreement, dated December 19, 2024, by and between the Company and A.G.P. (the “Original Agreement”), as amended by Amendment No. 1 to the Original Agreement, dated January 31, 2025, by and between the Company and A.G.P. (“Amendment No. 1” and the Original Agreement as amended by Amendment No. 1 and Amendment No. 2, the “Sales Agreement”) to, among other things, reduce the floor price from $3.90 to $0.01 per Placement Share (the “Floor Price Reduction”).

Additionally, on February 27, 2025, the Company filed a prospectus supplement to (i) reflect the Floor Price Reduction pursuant to Amendment No. 2 and (ii) reduce the aggregate offering price of shares (the “Placement Shares”) of the Company’s common stock that the Company is eligible to sell pursuant to the Sales Agreement from $14,275,000 to $11,700,000.

The issuance and sale of the Placement Shares by the Company under the Sales Agreement will be made pursuant to the Company’s shelf 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 (the “Registration Statement”), the base prospectus dated November 26, 2024 included in the Registration Statement, the prospectus supplement relating to the offering dated December 19, 2024, and supplements to the prospectus supplement dated December 27, 2024, January 31, 2025 and February 27, 2025.

Sales of Placement Shares, if any, will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended. The Company will pay A.G.P. a cash commission equal to 3.0% of the aggregate gross proceeds from the sale of Placement Shares sold pursuant to the Sales Agreement. The Company will also reimburse A.G.P. for certain specified expenses in connection with this offering, including reasonable out-of-pocket costs and expenses, including legal fees and related expenses. The Company has no obligation to sell any of the Placement Shares under the Sales Agreement.

The offering of the Placement Shares pursuant to the Sales Agreement will terminate upon the earliest of (i) the 36-month anniversary of the date of the Original Agreement, (ii) the sale of all of the Placement Shares or (iii) termination of the Sales Agreement as provided therein. The Company and A.G.P. may each terminate the Sales Agreement at any time upon 5 days’ prior notice.

The foregoing description of Amendment No. 2 is not complete and is qualified in its entirety by reference to the full text of Amendment No. 2, a copy of which is attached hereto as Exhibit 1.1, and is incorporated herein by reference.

A copy of the legal opinion of Mitchell Silberberg & Knupp LLP relating to the Placement Shares is filed as Exhibit 5.1 hereto.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 27, 2025, the Company terminated the employment of Jorge Aldecoa as the Company’s Chief Product Officer, effective immediately. In connection with his termination, the Company expects to enter into a separation agreement with Mr. Aldecoa, which will include a general release of claims, customary confidentiality and non-disparagement provisions and provide for a severance cash payment in an amount to be determined by the Company. The Company does not plan to hire or appoint a new Chief Product Officer at this time.

Item 8.01. Other Events.

As previously disclosed, on November 24, 2023, the Company issued warrants (the “Follow-On Warrants”) to purchase up to 2,400,000 shares of common stock as part of a best-efforts public offering, pursuant to the terms of a placement agency agreement with Maxim Group LLC and a securities purchase agreement with certain purchasers. As previously disclosed, pursuant to the anti-dilution adjustment provisions of the Follow-On Warrants, as a result of Amendment No. 1, the per share exercise price of the Follow-On Warrants was reduced from $5.00 to $3.90, and the number of shares of common stock issuable upon exercise of the Follow-On Warrants was increased to approximately 3,076,924 shares (subject to adjustment in connection with the rounding of fractional shares in accordance with the terms of the Follow-On Warrants) such that the aggregate exercise price for the Follow-On Warrants after taking into account the reduction in the per share exercise price was equal to the aggregate exercise price for the Follow-On Warrants prior to such reduction.

Pursuant to the anti-dilution adjustment provisions of the Follow-On Warrants, as a result of Amendment No. 2, the per share exercise price of the Follow-On Warrants was reduced from $3.90 to $1.44, which is the minimum per share exercise price under the Follow-On Warrants, and the number of shares of common stock issuable upon exercise of the Follow-On Warrants was increased to approximately 8,333,336 shares (subject to adjustment in connection with the rounding of fractional shares in accordance with the terms of the Follow-On Warrants) such that the aggregate exercise price for the Follow-On Warrants after taking into account the reduction in the per share exercise price is equal to the aggregate exercise price for the Follow-On Warrants prior to such reduction.

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.