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): December 13, 2024
reAlpha Tech Corp.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-41839 | | 86-3425507 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
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 5.07 Submission of Matters to a Vote of Security Holders.
On December 13, 2024, reAlpha Tech Corp. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). At the beginning of the Annual Meeting, there were 31,550,847 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), present or represented by proxy at the Annual Meeting, which represented approximately 68.8% of the voting power of the shares of the Company’s outstanding shares of voting stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of Common Stock were entitled to one vote for each share held as of the close of business on October 23, 2024. Summarized below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual Meeting. The two proposals below are each described in more detail in the proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on November 15, 2024.
Proposal 1. Election of Directors.
| Nominee Name | | For | | | Withheld | | | Broker Non-Votes | |
| Giri Devanur | | | 28,165,678 | | | | 37,319 | | | | 3,347,850 | |
| Brian Cole | | | 28,051,836 | | | | 151,161 | | | | 3,347,850 | |
| Monaz Karkaria | | | 28,148,549 | | | | 54,448 | | | | 3,347,850 | |
| Dimitrios Angelis | | | 28,050,396 | | | | 152,601 | | | | 3,347,850 | |
| Balaji Swaminathan | | | 28,050,084 | | | | 152,913 | | | | 3,347,850 | |
Each of the five nominees for director was elected to serve as a director until the election and qualification of his or her successor or until his or her earlier death, resignation, or removal.
Proposal 2. Ratification of GBQ Partners, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| For | | Against | | Abstentions |
| 31,210,439 | | 333,651 | | 6,757 |
There were no broker non-votes on this proposal.
The Company’s stockholders ratified the appointment of GBQ Partners, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number | | Description |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: December 16, 2024 | reAlpha Tech Corp. |
| | | |
| | By: | /s/ Giri Devanur |
| | | Giri Devanur |
| | | Chief Executive Officer |
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