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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 23, 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.

 

As previously reported, reAlpha Tech Corp. (the “Company”) entered into a note purchase agreement (the “Note Purchase Agreement”) with Streeterville Capital, LLC (the “Lender”) on August 14, 2024, pursuant to which the Company issued and sold a secured promissory note in favor of Lender (the “Note”) with an original principal balance of $5,455,000 maturing on February 14, 2026.

 

On July 23, 2025, the Company repaid the outstanding balance under the Note in full using cash on hand, including proceeds from the Company’s recent equity offerings. Such repayment was in the amount of $4,466,201.65 (inclusive of a 9% prepayment penalty) and fully satisfied all amounts due under the Note. In connection with the full repayment of the outstanding balance under the Note, the Company received from the Lender a certificate of full repayment and release of obligations (the “Certificate”) confirming that the Company has satisfied all of its obligations under the Note and that the Lender has released the Company and its subsidiaries from any further obligations or liabilities related to the Note and the Note Purchase Agreement.

 

As a result of this repayment in full, the Company has extinguished the financial obligation associated with the Note and the Note has been cancelled.

 

The foregoing descriptions of the Note Purchase Agreement, the Note and the Certificate in this Current Report on Form 8-K do not purport to be complete descriptions of the rights and obligations of the parties thereunder and are qualified in their entirety by reference to the full text of the Note Purchase Agreement, the Note and the Certificate, as applicable. A copy of the Note Purchase Agreement and the Note were previously filed as Exhibits 10.1 and 4.4, respectively, to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2024 and are incorporated herein by reference. A copy of the Certificate is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

 

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.04 to the extent required.

 

Item 8.01. Other Events.

 

On July 23, 2025, the Company issued a press release announcing the repayment of the Note. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

The information in this Item 8.01 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. The information set forth in this Item 8.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD. 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number		   Description
4.1   Secured Promissory Note, dated as of August 14, 2024 (previously filed as Exhibit 4.4 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the SEC on August 14, 2024).
10.1*   Certificate of Full Repayment and Release of Obligations, dated July 23, 2025.
10.2   Note Purchase Agreement, dated as of August 14, 2024 (previously filed as Exhibit 10.1 to the Quarterly Report on Form 10- for the quarterly period ended June 30, 2024, filed with the SEC on August 14, 2024).
99.1**   Press Release, dated July 23, 2025.
104*   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*Filed herewith.
**Furnished 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 23, 2025 reAlpha Tech Corp.
     
  By: /s/ Michael J. Logozzo
    Michael J. Logozzo
    Chief Executive Officer

 

 

2
 

Exhibit 10.1

 

CERTIFICATE OF FULL REPAYMENT AND RELEASE OF OBLIGATIONS

 

This Certificate of Full Repayment and Release of Obligations (the “Certificate”) is made and executed on this 23rd day of July 2025, by and between Streeterville Capital, LLC, a Utah limited liability company or its permitted successors or assigns (the “Lender”) and reAlpha Tech Corp., a Delaware corporation (the “Borrower”) in connection with: (i) that certain Note Purchase Agreement, dated August 14, 2024 (the “NPA”), by and between the Lender and the Borrower, and (ii) that certain Secured Promissory Note, dated August 14, 2024 (the “Note”), by and the Lender and the Borrower. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Note or NPA.

 

WHEREAS, the Borrower issued the Note to the Lender in the principal amount of $5,455,000.00, with interest accruing on the Outstanding Balance at the rate of 8% per annum from the Purchase Price Date until the full repayment of the Note; and

 

WHEREAS, the Borrower has fully repaid the Lender all sums due under the Note, including any accrued interest, late fees, or other charges, and the Borrower has discharged all obligations under the Note;

 

NOW, THEREFORE, for good and valuable consideration, the Lender hereby certifies and acknowledges as follows:

 

1.Full Repayment: The Borrower has made full and final payment to the Lender, and all sums due under the Note, including principal, interest, and any other charges, have been paid in full.

 

2.Release of Obligations: The Lender acknowledges that all obligations of the Borrower and any of its Subsidiaries, including for the avoidance of doubt GTG Financial, Inc. and Debt Does Deals, LLC, under the NPA and Note have been completed and discharged. The Lender acknowledges that there are no further amounts due, and the Lender considers all terms of the Note or the NPA, as applicable, fulfilled.

 

3.No Further Claims: The Lender hereby irrevocably releases and forever discharges the Borrower from any further claims, demands, or obligations of any kind arising under the Note or the NPA, as applicable. The Lender affirms that it will not pursue any legal action or make any claim against the Borrower related to the Note or the NPA.

 

4.Acknowledgment: The Lender acknowledges that this Certificate is being executed voluntarily and with the full understanding that it releases the Borrower from any further liability under the Note and the NPA.

 

5.Final Satisfaction: This Certificate serves as evidence that the Note has been satisfied in full, and the Borrower is released from any further obligations or liabilities to the Lender.

 

[Signature page follows]

 

 

 

IN WITNESS WHEREOF, the Lender has executed this Certificate on the date first above written.

 

  STREETERVILLE CAPITAL, LLC
   
  By: /s/ John Fife
  Name: John Fife
  Title: President

 

 

 

Exhibit 99.1

 

 

reAlpha Announces Repayment in Full of the Outstanding Balance of Streeterville Secured Promissory Note

 

DUBLIN, Ohio, July 23, 2025 (GLOBE NEWSWIRE) -- reAlpha Tech Corp. (Nasdaq: AIRE) (the “Company” or “reAlpha”), an AI-powered real estate technology company, today announced that it has repaid in full the outstanding balance on its secured promissory note with Streeterville Capital, LLC (“Streeterville”).

 

The secured promissory note, originally issued on August 14,  2024 with a principal balance of $5.45 million and an 8% annual interest rate, was scheduled to mature on February 14 , 2026. Over the past year, reAlpha steadily reduced the outstanding balance through partial repayments in cash and equity, then repaid the full outstanding balance on July 23,  2025 using available cash, including proceeds from recent equity offerings.

 

“The full repayment of our long-term debt marks a pivotal milestone for reAlpha,” said Mike Logozzo, Chief Executive Officer of reAlpha. “Now, we are well-positioned to accelerate our product development and market expansion, as well as pursue strategic acquisitions and partnerships that broaden our AI-driven platform for homebuyers.”

 

Piyush  Phadke, Chief Financial Officer of reAlpha, added, “With the note now fully repaid, we’ve strengthened our balance sheet and simplified our capital structure. We now have greater financial flexibility to support near-term growth initiatives and maintain discipline as we scale operations.”

 

Following the repayment, reAlpha has no outstanding secured promissory notes or convertible debt instruments, leaving trade payables and subsidiary debt as its only obligations. Streeterville has confirmed in writing that all obligations with respect to the secured promissory note have been fully satisfied and the Company is released from all further obligations.

 

Further information is set forth in the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on July 23, 2025.

 

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 by our Chief Executive Officer, Mike Logozzo and Chief Financial Officer, Piyush Phadke, 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