reAlpha Tech Corp. 8-K

What Happened

• On December 23, 2025, reAlpha Tech Corp. (AIRE) filed a prospectus supplement to recommence its "at the market" (ATM) offering and increase the maximum aggregate amount of Placement Shares available under its At The Market Offering Agreement with H.C. Wainwright & Co., LLC to up to $20,000,000. The offering will be conducted pursuant to the company’s Form S-3 registration statement (File No. 333-283284), which was filed November 15, 2024 and declared effective November 26, 2024, and as previously supplemented on April 2, 2025.

Key Details

• Filing date: December 23, 2025 (Current Prospectus Supplement filed to recommence the ATM program).
• Offering size: Increases the aggregate cap for Placement Shares to up to $20,000,000.
• Placement agent / agreement: Sales pursuant to the At The Market Offering Agreement with H.C. Wainwright & Co., LLC dated April 2, 2025.
• Legal exhibit: Opinion of Mitchell Silberberg & Knupp LLP relating to the Placement Shares filed as Exhibit 5.1.

Why It Matters

• This filing gives reAlpha the ability to raise up to $20 million by selling common stock into the market over time under an existing, effective registration statement. For investors, that means the company has additional capital‑raising flexibility, but future sales of shares could dilute existing shareholders if and when Placement Shares are sold. Monitor future company disclosures for actual issuances, timing, and uses of proceeds.