Business Context and Reporting Period
Company: reAlpha Tech Corp. (Ticker: AIRE)
Filing Type: Form 8-K (Current Report)
Date of Report: June 18, 2025
Reporting Period: Event-based report regarding an ongoing At The Market (ATM) Offering.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on the terms and disclosures of a capital raising program.
Material Changes and Events
- ATM Offering Update: The Company is updating disclosures related to an At The Market Offering Agreement entered into on April 2, 2025, with H.C. Wainwright & Co., LLC.
- Offering Capacity: The Company may sell up to an aggregate sales price of $7,650,000 of common stock (Placement Shares) through the ATM Offering.
- Registration Basis: Shares are being issued pursuant to a shelf registration statement on Form S-3 (File No. 333-283284) declared effective on November 26, 2024.
- Additional Risk Factors: The Company is filing Exhibit 99.1 containing additional risk factors that replace and supersede the "Risk Factors – Risks Related to the Company and Our Business" section in the original Prospectus Supplement.
Guidance, Outlook, and Risks
Management Commentary: No forward-looking financial guidance or operational outlook is provided in this filing.
Material Risks and Restrictions:
- Massachusetts Selling Restriction: A new disclosure has been added to the Prospectus Supplement stating that the offering is not intended to be made in the Commonwealth of Massachusetts. Residents of Massachusetts are explicitly advised not to purchase securities in this offering.
- General Risk Warning: The filing reiterates that investing in the Company's securities involves a high degree of risk and incorporates by reference risk factors from the 2024 Annual Report on Form 10-K.
Investor Verification Checklist
- Verify the current status and volume of shares sold under the $7,650,000 ATM Offering since April 2, 2025.
- Review Exhibit 99.1 attached to this filing for the specific additional risk factors superseding the original Prospectus Supplement.
- Confirm compliance with the new selling restriction prohibiting offers or sales to residents of the Commonwealth of Massachusetts.
- Check the Company's most recent Form 10-Q or 10-K for actual financial performance metrics, as this 8-K contains none.