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8-K2026-04-28· glm-5

AIRE · reAlpha Tech Corp. Common Stock

0001213900-26-048607

SEC filing

Summary

reAlpha Tech Corp. announced a 1-for-25 reverse stock split effective April 30, 2026, intended to regain compliance with Nasdaq's minimum bid price requirement.

Key takeaways

Full analysis

reAlpha Tech Corp. has executed a 1-for-25 reverse stock split of its common stock, effective April 30, 2026. The Board of Directors approved the split following stockholder authorization, with the specific ratio determined to address Nasdaq's minimum bid price requirement. The corporate action reduces the number of outstanding shares from approximately 134.12 million to 5.36 million without altering the total number of authorized shares or the par value of $0.001 per share.

Concurrently, the Company filed an amendment to the Certificate of Designation for its Series A Convertible Preferred Stock. This amendment corrects a defect in the formula used to adjust the conversion price following stock dividends, subdivisions, or combinations. The correction ensures that the conversion price is properly increased and the number of shares issuable upon conversion is proportionately reduced following the reverse split, preserving the economic equivalence for preferred holders.

The reverse split applies to all outstanding common stock, with fractional shares rounded up to the nearest whole number. Outstanding warrants and equity awards will receive proportionate adjustments to share counts and exercise prices. The Company's common stock will continue to trade under the symbol 'AIRE' on the Nasdaq Capital Market.