reAlpha Tech Corp. Announces Closing of $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 successfully closed its previously announced registered direct offering. The company raised $5 million through the sale of 14,285,718 shares at $0.35 per share.

The offering included unregistered warrants to purchase an equal number of shares at the same exercise price, valid for five years. H.C. Wainwright & Co. served as the exclusive placement agent. The net proceeds will fund working capital, general corporate purposes, potential debt repayment, acquisitions, capital expenditures, and cryptocurrency investments.

Positive

• Successfully raised $5 million in gross proceeds through share offering
• Warrants issued at same price as shares ($0.35), indicating confidence in current valuation
• Flexible use of proceeds allows for strategic investments and debt reduction

Negative

• Significant dilution with 14.3M new shares being issued
• At-market offering price of $0.35 indicates relatively low valuation
• Additional dilution possible from warrant exercise of another 14.3M shares

Insights

Financial Analyst

reAlpha raised $5M in a dilutive offering at $0.35/share with matching warrants, signaling financial pressure despite providing operational runway.

reAlpha's $5 million capital raise comes with significant dilution terms that warrant investor attention. The company sold 14,285,718 shares at just $0.35 per share, suggesting considerable pressure to secure funding. More concerning is the simultaneous issuance of warrants for an equal number of shares at the same price with a five-year exercise window, potentially doubling the dilutive impact.

The pricing structure indicates weak negotiating leverage, as the company provided no premium on the warrants compared to the share price. This suggests urgency in securing capital, likely due to cash burn concerns. While the funding provides immediate working capital, the dilutive impact on existing shareholders is substantial.

reAlpha's stated use of proceeds spans working capital, debt repayment, acquisitions, capital expenditures, and cryptocurrency purchases - an unusually broad and unfocused allocation strategy. The mention of cryptocurrency investments within an AI-powered real estate technology business model raises questions about strategic focus.

This financing appears defensive rather than opportunistic, potentially helping reAlpha address immediate financial constraints. However, the terms suggest the market values the company at a significant discount, and the structure could create additional selling pressure if warrant holders exercise and liquidate their positions. This financing provides operational runway but comes at a significant cost to shareholders.

DUBLIN, Ohio, July 22, 2025 (GLOBE NEWSWIRE) -- reAlpha Tech Corp. (Nasdaq: AIRE) (the “Company” or “reAlpha”), an AI-powered real estate technology company, today announced the closing of its previously announced registered direct offering priced at-the-market under Nasdaq rules 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 concurrent private placement, the Company issued unregistered warrants to purchase up to 14,285,718 shares of common stock at an exercise price of $0.35 per share that are 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.

H.C. Wainwright & Co. acted 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, were 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 were 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 was 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 was filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained 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 were 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 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

How much did reAlpha Tech Corp (NASDAQ:AIRE) raise in its July 2025 offering?

reAlpha Tech Corp raised $5 million in gross proceeds through a registered direct offering priced at $0.35 per share.

What are the terms of AIRE's July 2025 warrant offering?

The warrants allow purchase of up to 14,285,718 shares at $0.35 per share, are exercisable upon issuance, and expire five years from the registration statement's effective date.

How will reAlpha Tech Corp use the proceeds from its $5M offering?

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

Who was the placement agent for reAlpha Tech Corp's July 2025 offering?

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

How many new shares did reAlpha Tech Corp (AIRE) issue in the July 2025 offering?

reAlpha Tech Corp issued 14,285,718 shares of common stock at $0.35 per share, with warrants for an additional 14,285,718 shares.