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): July 22, 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 8.01. Other Events.

As previously disclosed, on July 21, 2025, reAlpha Tech Corp. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional accredited investors (the “Investors”) pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market under the rules of The Nasdaq Stock Market LLC (the “Registered Offering”), 14,285,718 shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), at a price per Share of $0.35. In a concurrent private placement, pursuant to the terms of the Purchase Agreement, the Company agreed to issue and sell unregistered warrants (the “Warrants”) to purchase up to 14,285,718 shares of Common Stock at an exercise price of $0.35 per share (the “Private Placement” and, together with the Registered Offering, the “Offering”). The Warrants issued pursuant to the Private Placement are exercisable upon issuance and have a term of five years from the effective date of the registration statement covering the resale of the shares of Common Stock issuable upon exercise of the Warrants. The Offering resulted in net proceeds to the Company of approximately $4.5 million, after deducting offering-related fees and expenses payable by the Company.

On July 22, 2025, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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.

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