reAlpha Tech Corp. filed a Form 8-K on November 4, 2026, disclosing the commencement and expected closing of a best efforts public offering of common stock and pre-funded warrants, with gross proceeds expected to be approximately $1.75 million.

Key Highlights

  • Offering size: 1,361,028 shares of common stock at $0.40 per share and pre-funded warrants to purchase up to 3,013,972 shares at $0.3999 each were offered.
  • Expected gross proceeds: Approximately $1.75 million, before placement agent fees, expenses, and any proceeds from warrant exercises, according to the filing.
  • Warrant terms: Pre-funded warrants are immediately exercisable at $0.0001 per share and remain exercisable until exercised in full, with ownership caps of 4.99% or 9.99% as applicable.
  • Lock-up period: Directors and executive officers entered into lock-up agreements prohibiting disposition of company securities for 45 days following closing.
  • Issuance restrictions: The company agreed not to issue additional shares or similar securities, or sell assets valued above $10,000, for 180 days after closing, subject to certain exceptions.
  • Placement agent: Maxim Group LLC is acting as exclusive placement agent, receiving a cash fee of 6.0% of aggregate gross proceeds and up to $150,000 for counsel fees and out-of-pocket expenses.
  • Use of proceeds: The company disclosed it intends to use net proceeds for working capital and general corporate purposes, which could include operations, capital expenditures, potential acquisitions, or litigation settlements.

reAlpha Tech's November 2026 Public Offering: Terms and Restrictions

According to the filing, reAlpha Tech Corp. (NASDAQ:AIRE) commenced the offering on November 3, 2026, under a Registration Statement on Form S-1 (File No. 333-299576) originally filed October 22, 2026, and declared effective by the SEC on November 3, 2026. The offering is structured as a best efforts transaction, meaning the placement agent is not obligated to purchase any securities itself. The expected closing date is on or about November 4, 2026, subject to customary closing conditions.

The company entered into a securities purchase agreement with a single accredited investor on November 3, 2026. Under that agreement, the company accepted a 180-day restriction on issuing new shares or convertible securities, and on disposing of assets valued above $10,000, with certain exceptions. The company also agreed not to enter into any Variable Rate Transaction, as defined in the Purchase Agreement, for 180 days following closing. These covenants apply alongside the 45-day lock-up obligations undertaken by each of the company's directors and executive officers.

Maxim Group LLC is serving as exclusive placement agent under a Placement Agency Agreement dated November 3, 2026. The filing states the placement agent is entitled to a cash fee of 6.0% of aggregate gross proceeds and reimbursement of up to $150,000 for counsel fees and other out-of-pocket expenses. The Purchase Agreement, the form of pre-funded warrant, and the Placement Agency Agreement are filed as exhibits to the 8-K.

What Was Disclosed

reAlpha Tech Corp. disclosed the launch and terms of a best efforts public offering expected to raise approximately $1.75 million in gross proceeds through the sale of common shares and pre-funded warrants, along with associated investor and management lock-up and issuance restriction agreements.