reAlpha Tech Corp. 8-K

What Happened

• reAlpha Tech Corp. (AIRE) filed an 8-K on April 28, 2026 announcing a 1-for-25 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on April 30, 2026. The split was approved by the board and stockholders; the company expects trading to resume on April 30 under the existing ticker “AIRE” on a post-split basis (CUSIP 75607T204). The company also issued a press release on April 28, 2026 announcing the split.
• In connection with the split, the company filed an amendment to the Certificate of Designation for its Series A Convertible Preferred Stock to correct the formula for adjusting the Conversion Price on stock combinations (the amendment was approved by the Board and the sole Series A holder).

Key Details

• Reverse Stock Split ratio: 1-for-25 (every 25 common shares combined into 1 share). Effective 12:01 a.m. ET on April 30, 2026.
• Trading: expected to begin on April 30, 2026 under existing symbol “AIRE” on a post-split basis; CUSIP 75607T204.
• Securities adjustments: outstanding warrants and equity awards will be proportionately adjusted and exercise prices proportionately increased to reflect the split. The number of authorized shares (common and preferred) will not change.
• Fractional shares: no fractional shares will be issued; record holders otherwise entitled to fractions will have those interests rounded up to the nearest whole share.
• Series A Preferred amendment: fixes conversion-price adjustment formula (multiply Conversion Price by pre-event shares / post-event shares). Upon the split, the Conversion Price will increase proportionately and the number of shares issuable on conversion will be reduced accordingly. Amendment effective April 28, 2026.

Why It Matters

• The reverse split consolidates outstanding shares, which typically increases the per-share trading price without changing each holder’s proportional ownership (except for effects from rounding). Investors should expect adjusted share counts on April 30 and correspondent changes to exercise prices and share counts for warrants, options and convertible preferred stock.
• The Series A amendment changes the mechanics of how the convertible preferred converts after stock combinations—raising the conversion price and lowering shares issuable post-split—so convertible/preferred holders and potential acquirers should note the updated conversion economics. The company’s press release (filed as Exhibit 99.1) provides the public notice of these changes.