[8-K] reAlpha Tech Corp. Reports Material Event

Rhea-AI Filing Summary

On 15 July 2025, reAlpha Tech Corp. (Nasdaq: AIRE) executed a Consent, Release and Waiver with Streeterville Capital, the holder of the Company’s 14 Aug 2024 secured promissory note. Section 4(v) of the original Note Purchase Agreement limits lock-ups to 75 days, potentially conflicting with stand-still provisions required for reAlpha’s planned follow-on equity offering registered on Form S-1.

• Financing flexibility: The Waiver authorizes reAlpha to (i) forgo variable-rate financings for up to 12 months after the offering closes and (ii) avoid any equity financings for 60 days post-closing, each subject to customary exceptions.
• Default protection: Streeterville agrees that complying with these restrictions will not constitute a breach, Trigger Event or Event of Default under the note documents.
• Time-sensitive: The Waiver automatically lapses if the equity offering is not consummated by 31 July 2025.

The agreement removes an immediate covenant conflict and paves the way for capital raising, but temporarily limits alternative financing avenues. The full text is filed as Exhibit 10.1.

Positive

• Default risk mitigated: Streeterville confirms the stand-still will not trigger a breach or Event of Default.
• Capital-raise pathway: Waiver clears contractual hurdle for the planned follow-on equity offering.

Negative

• Financing constraints: Company cannot pursue variable-rate financings for up to 12 months and other equity deals for 60 days.
• Deadline pressure: Waiver lapses if the offering is not completed by 31 July 2025, re-introducing risk.

Insights

Financial Analyst

TL;DR: Waiver averts covenant breach, enabling equity raise; short-term financing limits are manageable.

The Streeterville waiver eliminates a potential default tied to lock-up length, preserving the Company’s credit standing while allowing a follow-on offering that could bolster liquidity. By accepting up to 12-month and 60-day stand-stills, reAlpha sacrifices some funding flexibility, but the trade-off is modest given current capital-market access. The hard 31 Jul 2025 deadline maintains urgency; failure to price the deal would re-expose covenant risk. Overall, the filing is modestly positive because it clears a procedural hurdle to raise equity and removes near-term default uncertainty.

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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 15, 2025

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 1.01 Entry into a Material Definitive Agreement.

On July 15, 2025, reAlpha Tech Corp. (the “Company”) entered into a consent, release and waiver (the “Waiver”) with Streeterville Capital, LLC (“Streeterville”) relating to that certain note purchase agreement (the “Note Purchase Agreement”) and related secured promissory note (the “Note”) with Streeterville, each dated as of August 14, 2024. Pursuant to Section 4(v) of the Note Purchase Agreement, the Company is prohibited from agreeing to lock-ups longer than 75 days during any 12-month period that limit future variable rate transactions with and securities issuances to Streeterville or Streeterville’s affiliates.

The Waiver permits the Company to comply with the standstill provisions required by the securities purchase agreement for the Company’s proposed follow-on equity offering registered on Form S-1 (the “Offering”), which the Company filed as an exhibit to such Form S-1. The Waiver permits the Company to restrict itself from entering into (i) variable rate financings for a period of up to one year following the closing of the offering, and (ii) any equity financings for a period of up to 60 days from the closing of the offering, in each case subject to certain exceptions. In addition, pursuant to the Waiver, Streeterville agreed that the Company’s adherence to the restrictions in the securities purchase agreement for the Offering will not constitute a breach of the terms, covenants and obligations under the Note Purchase Agreement or the Note and will not constitute a Trigger Event or Event of Default (each as defined in the Note) under the Note Purchase Agreement or the Note. The Waiver will lapse if the Offering is not conducted on or before July 31, 2025.

The foregoing description of the Waiver in this Current Report on Form 8-K (this “Form 8-K”) does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the Waiver, a copy of which is filed hereto as Exhibit 10.1 and incorporated herein by reference.

This Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale, of the securities referred to herein in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Consent, Release and Waiver, dated as of July 15, 2025, by and between reAlpha Tech Corp. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.44 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-288571) filed July 16, 2025).
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Filed herewith.

1

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 16, 2025	reAlpha Tech Corp.
	By:	/s/ Michael J. Logozzo
		Michael J. Logozzo
		Chief Executive Officer

2

FAQ

What did reAlpha Tech Corp. (AIRE) disclose in the July 15 2025 Form 8-K?

It announced a Waiver with Streeterville Capital that allows the company to proceed with a follow-on equity offering without breaching its 2024 note agreement.

Why was the waiver from Streeterville Capital necessary for AIRE?

Section 4(v) of the Note Purchase Agreement capped lock-ups at 75 days; the equity offering requires longer stand-stills, so consent was needed.

How long is reAlpha restricted from variable-rate financings under the waiver?

Up to one year after the closing of the proposed offering.

What is the deadline for reAlpha’s follow-on equity offering to keep the waiver valid?

The offering must be conducted on or before 31 July 2025.

Does the waiver prevent a default under the existing Streeterville note?

Yes. Streeterville agreed the offering’s stand-still terms will not trigger a breach, Trigger Event, or Event of Default.

Where can investors read the full Consent, Release and Waiver?

It is filed as Exhibit 10.1 to the Form 8-K and incorporated by reference in S-1 Amendment No. 2.