reAlpha Tech Corp. Issues Stock for Prevu Merger Earnout

What Happened

• reAlpha Tech Corp. announced it issued 426,848 shares of its common stock on August 1, 2026 to certain former stockholders of Prevu, Inc. to satisfy one $625,000 additional payment (an earnout) under the November 21, 2025 Merger Agreement.
• The shares were valued at $1.4466 per share; including a remaining 5,184 shares not yet issued to one recipient, the aggregate share value for this payment is $624,977.49. A $22.51 cash payment will be made in lieu of fractional shares.
• The shares were issued in a private transaction relying on Section 4(a)(2) and/or Rule 506 of Regulation D (no public offering), are subject to transfer restrictions, and recipients are accredited investors. Excluding the unissued 5,184 shares, the company reported 5,861,724 shares outstanding immediately after the issuance.

Key Details

• Merger Agreement date: November 21, 2025; total additional payment obligation: $2.5 million in four equal $625,000 payments.
• Shares issued on Aug 1, 2026: 426,848 at $1.4466 per share; aggregate share value (including Remaining Shares): $624,977.49.
• Remaining 5,184 shares pending issuance due to recipient documentation; $22.51 paid in cash for fractional share.
• Issuance relied on Reg D/Section 4(a)(2) exemptions; shares bear legends restricting resale.

Why It Matters

• This filing shows reAlpha is fulfilling merger consideration from its acquisition of Prevu by issuing equity rather than cash for this earnout installment, which slightly increases share count and can dilute existing shareholders.
• The company has discretion to pay future earnout installments in cash or stock, so remaining payments could lead to further dilution if paid in shares. The issuance was private and restricted, not a registered public offering.