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): November 1318, 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 73.01 ~~Regulation~~Notice FDof ~~Disclosure~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnAs ~~November~~previously 13reported, on May 20, 2025, reAlpha Tech Corp. (the “Company”), ~~issued~~received a letter tofrom ~~shareholders~~the ~~which~~Listing ~~was~~Qualifications Staff ~~posted~~(the on“Staff”) ~~its~~of ~~website~~The atNasdaq ~~ir.realpha.com. A~~Stock ~~copy~~Market ofLLC (“Nasdaq”) indicating that the ~~letter~~Company’s tocommon ~~shareholders~~stock had isclosed ~~furnished~~below ~~herewith~~$1 per share for 30 consecutive business days and, as ~~Exhibit~~a ~~99.~~result, the Company was not in compliance with the $1 tominimum bid ~~this~~price ~~Current~~requirement ~~Report~~for continued listing on ~~Form~~the ~~8-K~~Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(~~this~~a)(2) (the “~~Form~~Minimum Bid ~~8-K~~Price Requirement”).

On ~~the~~November ~~same~~18, ~~date~~2025, the Company ~~also~~received ~~made~~a ~~available~~second aletter ~~corporate~~from ~~presentation~~the onStaff ~~its~~granting ~~website~~the atCompany’s ~~ir.realpha.com~~request ~~containing~~for ~~information~~a ~~related~~ 180-day extension to regain compliance with the Minimum Bid Price Requirement. The Company’s ~~strategic~~now ~~focus~~has until May 18, ~~business~~2026 ~~developments~~(the “Additional Compliance Period”), to ~~and~~regain ~~recent~~compliance ~~trends~~with the Minimum Bid Price Requirement. ~~Representatives~~ ofThis determination was based on the Company ~~intend~~meeting tothe ~~present~~continued listing ~~some~~requirement for the market value of orpublicly held shares and all other initial listing standards for the Nasdaq Capital Market, except for the Minimum Bid Price Requirement, and the Company’s written notice of ~~this~~its ~~presentation~~intention to ~~investors~~cure atthe ~~various conferences and~~deficiency ~~meetings~~during ~~beginning~~the onAdditional Compliance Period by effecting a reverse stock split, if necessary to regain compliance with the ~~date~~Minimum ~~hereof~~Bid Price Requirement. AIf ~~copy~~at any time during the Additional Compliance Period, the bid price of the Company’s common stock closes at $1 per share or more for a minimum of 10 consecutive business days, the ~~presentation~~Staff iswill ~~furnished~~provide asthe ~~Exhibit~~Company ~~99.2~~with towritten ~~this~~confirmation ~~Form~~of ~~8-K~~compliance with the Minimum Bid Price Requirement and the matter will be closed.

~~The~~If ~~letter to shareholders and~~ the ~~corporate~~Company ~~presentation~~does ~~should~~not beregain ~~read~~compliance ~~together~~ with the ~~information~~Minimum ~~included~~Bid inPrice ~~the~~Requirement ~~Company’s~~during ~~other filings with~~ the ~~Securities~~Additional ~~and~~Compliance ~~Exchange Commission~~Period, ~~including,~~the ~~but~~Staff ~~not~~will provide ~~limited~~written notification to, the Company’s ~~Annual~~that ~~Report~~its oncommon ~~Form~~stock ~~10-K~~will ~~for the~~be ~~fiscal~~delisted. ~~year~~At ~~ended~~that ~~December 31~~time, ~~2024,~~the asCompany ~~amended~~may onappeal ~~May~~the ~~13,~~relevant delisting ~~2025,~~determination ~~Quarterly~~to ~~Report~~a onhearings ~~Form~~panel ~~10-Q~~pursuant ~~for~~to the ~~quarter~~procedures ~~ended~~set ~~March~~forth ~~31,~~in ~~2025, Quarterly~~the ~~Report~~applicable onNasdaq ~~Form~~Listing ~~10-Q~~Rules. ~~for~~However, ~~the~~there can ~~quarter~~be ~~ended~~no ~~June~~assurance 30that, ~~2025,~~if asthe ~~amended~~Company ondoes ~~August~~appeal ~~15,~~the ~~2025~~delisting ~~and~~determination ~~Quarterly~~by ~~Report~~Nasdaq onto ~~Form~~the ~~10-Q~~hearings ~~for the~~panel, ~~quarter~~that ~~ended~~such ~~September~~appeal ~~30,~~would be ~~2025~~successful.

The ~~information~~Company ~~furnished~~will ~~with~~continue ~~this~~to ~~Item~~monitor ~~7.01,~~the ~~including~~closing ~~Exhibits~~bid ~~99.1~~price ~~and~~of ~~99.2,~~its ~~shall~~common ~~not~~stock beand ~~deemed~~evaluate ~~“filed”~~its ~~for~~available ~~purposes~~options ofto ~~Section 18~~regain ofcompliance with the ~~Exchange~~Minimum ~~Act,~~Bid orPrice ~~otherwise~~Requirement. ~~subject~~Nasdaq’s toextension ~~the~~notice ~~liabilities~~has ofno ~~that~~immediate ~~section,~~effect ~~nor~~on ~~shall~~the ~~they~~listing beor ~~deemed~~trading ~~incorporated~~of bythe ~~reference into~~Company’s ~~any~~common ~~other~~stock, ~~filing~~which ~~under~~continues ~~the~~to ~~Securities~~trade ~~Act~~on or the ~~Exchange~~Nasdaq ~~Act,~~Capital ~~except~~Market asunder ~~expressly~~the ~~set~~ticker ~~forth~~symbol ~~by specific reference in such a filing~~“AIRE.”

Item 9 8.01 ~~Financial~~Other ~~Statements and Exhibits~~Events.

~~(d)~~On November ~~Exhibits~~18, 2025, the Company issued a press release announcing the receipt of the second letter from Nasdaq, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Exhibit Number		Description
99.1*		Shareholder Letter, dated November 13, 2025.
99.2*		Corporate Presentation, dated November 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

The information furnished with this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

*Item ~~Furnished~~9.01 ~~herewith~~Financial Statements and Exhibits.

1(d) Exhibits

SIGNATURE

Exhibit Number		Description
99.1**		Press Release, dated November 18, 2025.
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Pursuant~~** toFurnished ~~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~~herewith.

Date: November 13, 2025	reAlpha Tech Corp.
	By:	/s/ Michael J. Logozzo
		Michael J. Logozzo
		Chief Executive Officer

*	Filed herewith.

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: November 18, 2025	reAlpha Tech Corp.

	By:	/s/ Michael J. Logozzo
		Michael J. Logozzo
		Chief Executive Officer

Filing Compare · reAlpha Tech Corp.