reAlpha Tech Corp. Announces $5 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules

Rhea-AI Summary

reAlpha Tech Corp. (NASDAQ: AIRE), an AI-powered real estate technology company, has announced a $5 million registered direct offering priced at-the-market under Nasdaq rules. The company will sell 14,285,718 shares of common stock at $0.35 per share.

In a concurrent private placement, reAlpha will issue unregistered warrants to purchase up to 14,285,718 additional shares at an exercise price of $0.35 per share, exercisable upon issuance and expiring in five years. The offering, expected to close around July 22, 2025, is being facilitated by H.C. Wainwright & Co. as the exclusive placement agent.

The net proceeds will be used for working capital and general corporate purposes, including potential debt repayment, acquisitions, capital expenditures, and cryptocurrency purchases.

Positive

• Additional capital of $5 million to strengthen working capital position
• Warrants issued at same price as shares ($0.35) with 5-year exercise period
• Flexibility in use of proceeds for various growth initiatives and debt reduction

Negative

• Significant dilution with 14.29M new shares being issued
• Additional potential dilution from warrant exercise of another 14.29M shares
• Offering price of $0.35 per share may indicate weak market conditions

Insights

Financial Analyst

reAlpha raises $5M through deeply discounted stock offering with matching warrants, potentially indicating capital constraints.

reAlpha Tech Corp has announced a $5 million capital raise through a registered direct offering of 14,285,718 shares priced at $0.35 per share. The pricing is described as "at-the-market" under Nasdaq rules, suggesting the offering price aligns with recent trading levels. This indicates the company's shares may be trading at these relatively low levels, which could reflect current market sentiment toward the AI-powered real estate technology sector or company-specific challenges.

Most notably, this offering includes a concurrent private placement of unregistered warrants to purchase an additional 14,285,718 shares at the same $0.35 exercise price, exercisable immediately with a five-year term. This structure essentially gives buyers the potential to double their ownership at no additional premium, which is quite favorable to the new investors but potentially dilutive to existing shareholders.

The company's stated use of proceeds is quite broad, encompassing working capital, debt repayment, acquisitions, capital expenditures, and even cryptocurrency purchases. This wide-ranging allocation suggests the company may be facing general capital constraints rather than raising funds for a specific strategic initiative. The inclusion of debt repayment as a potential use could indicate existing leverage concerns, while the mention of cryptocurrency investments introduces an element of speculative capital deployment that differs from the company's core real estate technology focus.

The offering is expected to close quickly (July 22), with H.C. Wainwright & Co. serving as the exclusive placement agent. The structure and terms of this financing suggest reAlpha may be facing challenges in attracting capital on more favorable terms, potentially signaling underlying financial pressures or operational difficulties.

DUBLIN, Ohio, July 21, 2025 (GLOBE NEWSWIRE) -- reAlpha Tech Corp. (Nasdaq: AIRE) (the “Company” or “reAlpha”), an AI-powered real estate technology company, today announced that it has entered into definitive agreements for the purchase and sale of 14,285,718 shares of its common stock at a purchase price of $0.35 per share in a registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, the Company will issue unregistered warrants to purchase up to 14,285,718 shares of common stock at an exercise price of $0.35 per share that will be exercisable upon issuance and will expire five years from the effective date of the registration statement covering the resale of the shares of common stock issuable upon exercise of the unregistered warrants. The closing of the offering is expected to occur on or about July 22, 2025, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds from the offering, before deducting the placement agent’s fees and other offering expenses payable by the Company, are expected to be approximately $5 million. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes, which could include repayment of debt, future acquisitions, capital expenditures and the purchase of cryptocurrencies in accordance with the Company’s cryptocurrency investment policy.

The common stock (but not the unregistered warrants and the shares of common stock underlying the unregistered warrants) described above are being offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-283284) that was declared effective by the Securities and Exchange Commission (the “SEC”) on November 26, 2024. The offering of the shares of common stock is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

The unregistered warrants described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying such unregistered warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the unregistered warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About reAlpha Tech Corp.

reAlpha Tech Corp. (Nasdaq: AIRE) is an AI-powered real estate technology company transforming the multi-trillion-dollar U.S. real estate services market. reAlpha is developing an end-to-end platform that streamlines real estate transactions through integrated brokerage, mortgage, and title services. With a strategic, acquisition-driven growth model and proprietary AI infrastructure, reAlpha is building a vertically integrated ecosystem designed to deliver a simpler, smarter, and more affordable path to homeownership. For more information, visit www.realpha.com.

Forward-Looking Statements

The information in this press release includes “forward-looking statements.” Any statements other than statements of historical fact contained herein, including statements as to the completion of the offering, the satisfaction of customary closing conditions related to the offering and the intended use of net proceeds from the offering, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: reAlpha’s ability to regain and sustain compliance with the Nasdaq Capital Market’s continued listing standards and remain listed on the Nasdaq Capital Market; reAlpha’s ability to pay contractual obligations; reAlpha’s liquidity, operating performance, cash flow and ability to secure adequate financing; reAlpha’s limited operating history and that reAlpha has not yet fully developed its AI-based technologies; whether reAlpha’s technology and products will be accepted and adopted by its customers and intended users; reAlpha’s ability to commercialize its developing AI-based technologies; reAlpha’s ability to successfully enter new geographic markets; reAlpha’s ability to integrate the business of its acquired companies into its existing business and the anticipated demand for such acquired companies’ services; reAlpha’s ability to scale its operational capabilities to expand into additional geographic markets and nationally; the potential loss of key employees of reAlpha and of its subsidiaries; the outcome of certain outstanding legal proceedings against reAlpha; reAlpha’s ability to obtain, and maintain, the required licenses to operate in the U.S. states in which it, or its subsidiaries, operate in, or intend to operate in; reAlpha’s ability to successfully identify and acquire companies that are complementary to its business model; the inability to maintain and strengthen reAlpha’s brand and reputation; any accidents or incidents involving cybersecurity breaches and incidents; the inability to accurately forecast demand for AI-based real estate-focused products; the inability to execute business objectives and growth strategies successfully or sustain reAlpha’s growth; the inability of reAlpha’s customers to pay for reAlpha’s services; the inability of reAlpha to obtain additional financing or access the capital markets to fund its ongoing operations on acceptable terms and conditions; the outcome of any legal proceedings that might be instituted against reAlpha; changes in applicable laws or regulations, and the impact of the regulatory environment and complexities with compliance related to such environment; and other risks and uncertainties indicated in reAlpha’s SEC filings. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Although reAlpha believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. reAlpha’s future results, level of activity, performance or achievements may differ materially from those contemplated, expressed or implied by the forward-looking statements, and there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking statements. For more information about the factors that could cause such differences, please refer to reAlpha’s filings with the SEC. Readers are cautioned not to put undue reliance on forward-looking statements, and reAlpha does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Media Contact:
Cristol Rippe, Chief Marketing Officer
cristol@realpha.com

Investor Relations Contact:
Adele Carey, VP of Investor Relations
investorrelations@realpha.com

FAQ

What is the size and price of reAlpha Tech Corp's (AIRE) July 2025 offering?

reAlpha Tech Corp is offering 14,285,718 shares at $0.35 per share, raising approximately $5 million in gross proceeds.

How will reAlpha (AIRE) use the proceeds from its July 2025 offering?

The proceeds will be used for working capital and general corporate purposes, including potential debt repayment, acquisitions, capital expenditures, and cryptocurrency purchases.

What warrants are included in reAlpha's (AIRE) July 2025 offering?

The offering includes unregistered warrants to purchase up to 14,285,718 shares at $0.35 per share, exercisable upon issuance and expiring in 5 years.

When will reAlpha's (AIRE) July 2025 offering close?

The offering is expected to close on or about July 22, 2025, subject to customary closing conditions.

Who is the placement agent for reAlpha's (AIRE) July 2025 offering?

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.