Filed Pursuant to Rule 424(b)(3)
Registration No. 333-276334
PROSPECTUS SUPPLEMENT NO. 1
(to Prospectus dated June 25, 2024)
Up to 1,997,116 Shares of Common Stock
1,700,884 Shares of Common Stock Underlying the Warrants
This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 25, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-11 (File No. 333-276334) with the information contained in our Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on July 12, 2024 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
Our common stock is currently listed on the Nasdaq Capital Market under the ticker symbol “AIRE.” On July 11, 2024, the closing price of our common stock was $1.38.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
We are a “controlled company” under the Nasdaq listing rules because Giri Devanur, our chief executive officer and chairman, owns approximately 62.35% of our outstanding common stock. As a controlled company, we are not required to comply with certain of Nasdaq’s corporate governance requirements; however, we will not take advantage of any of these exceptions.
INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS” SECTION BEGINNING ON PAGE 5 OF THE PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is accurate or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is July 12, 2024.
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 12, 2024
reAlpha Tech Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41839 | 86-3425507 | ||
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer |
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | AIRE | The Nasdaq Stock Market LLC |
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 12, 2024, reAlpha Tech Corp. (the “Company”) terminated the employment of Michael Frenz as the Company’s Chief Financial Officer (and principal financial and accounting officer), effective immediately. In connection with his termination, the Company expects to enter into a separation agreement with Mr. Frenz, which will include a general release of claims, customary confidentiality and non-disparagement provisions and provide for a severance cash payment in an amount to be determined by the Company.
On the same date, the Company appointed Michael J. Logozzo, the Company’s Chief Operating Officer and President, to serve as its interim Chief Financial Officer (and principal financial and accounting officer), effective immediately, while the Company conducts its search for Mr. Frenz’s permanent successor. There will be no change to Mr. Logozzo’s compensation arrangements with the Company as a result of this appointment.
There are no other arrangements or understandings between Mr. Logozzo and any other person pursuant to which he was appointed to the position of interim Chief Financial Officer of the Company, and Mr. Logozzo is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K. There is no family relationship between Mr. Logozzo and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| Date: July 12, 2024 | reAlpha Tech Corp. | |
| By: | /s/ Giri Devanur | |
| Giri Devanur | ||
| Chief Executive Officer | ||
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