reAlpha Tech Corp.
For the period ended Aug 25, 2025. Filed Aug 25, 2025.
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Aug 25, 2025 · Filed Aug 25, 2025
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DEF 14A 1 realpha_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
reAlpha Tech Corp.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Dear Stockholder:
You are invited to attend the 2025 annual meeting of stockholders (the “annual meeting”) of reAlpha Tech Corp. (the “Company,” “we,” “us” or “our”) on October 8, 2025 at 9:00 a.m. Eastern Time. The annual meeting will be completely virtual conducted live via the Internet. You will be able to attend the annual meeting online by visiting the link provided via e-mail after you properly register throughhttps://web.viewproxy.com/AIRE/2025and submit your questions for the annual meeting while registering for the annual meeting, or during the annual meeting in the questions and chat tab of the virtual meeting platform.
At this year’s meeting, you will be asked to vote on:
| (1) | the election of five members to our board of directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified (“Proposal 1”); |
| (2) | the ratification of the appointment of GBQ Partners, LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal 2”); |
| (3) | an amendment to our second amended and restated certificate of incorporation (as amended, the “certificate of incorporation”), in the form attached to the proxy statement as Annex A, to, at the discretion of our board of directors, effect a reverse stock split of our issued and outstanding shares of common stock, par value $0.001 per share (the “common stock”), at any time prior to the one-year anniversary date of the approval by the stockholders of such proposal, at a ratio, ranging from one-for-seven (1:7) to one-for-twenty-five (1:25), with the exact ratio to be set within that range at the discretion of the board of directors without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal” or “Proposal 3”); |
| (4) | for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock upon exercise of: (i) series A-1 warrants of the Company having an original exercise price of $0.15 per share; (ii) series A-2 warrants of the Company having an original exercise price of $0.15 per share; and (iii) placement agent warrants of the Company having an original exercise price of $0.1875 per share, with the series A-1 warrants and the series A-2 warrants issued in our best efforts public offering on July 18, 2025 and the placement agent warrants issued to the placement agent’s designees as compensation for such offering (the “Nasdaq 20% Issuance Proposal” or “Proposal 4”); |
| (5) | an amendment to the 2022 Equity Incentive Plan (as amended from time to time, the “2022 Plan”), in the form attached to the proxy statement as Annex B, for the adoption of an automatic annual increase in the shares of common stock available for issuance under the 2022 Plan (“2022 Plan Evergreen Proposal” or “Proposal 5”); |
| (6) | the proposal to adjourn the annual meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Reverse Stock Split Proposal and/or the Nasdaq 20% Issuance Proposal (the “Adjournment Proposal” or “Proposal 6”); and |
| (7) | conduct any other business properly brought before the meeting. |
Our board of directors has fixed the close of business on August 11, 2025 as the record date for determining the stockholders entitled to notice of and to vote at the annual meeting and any adjournment and postponements thereof (the “record date”).
Please use this opportunity to take part in the affairs of the Company by voting on the business to come before this annual meeting. If you are a record holder of the Company’s common stock or the Company’s series A convertible preferred stock, par value $0.001 per share (the “Series A Preferred Stock”), on the record date, you are eligible to vote with respect to these matters either electronically, at the meeting, or by proxy. It is important that your shares be voted, whether or not you plan to attend the meeting, to ensure the presence of a quorum. We urge you to authorize your proxy in advance by following the instructions printed on it. Returning the proxy does not deprive you of your right to attend the annual meeting and vote your shares.
Sincerely,
/s/ Michael J. Logozzo
Michael J. Logozzo,
Chief Executive Officer
ii
Dublin, Ohio
August 25, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD ON OCTOBER 8, 2025: THIS PROXY STATEMENT AND
** THE ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2024, AS**
AMENDED ON MAY 13, 2025, ARE AVAILABLE ATHTTPS://WEB.VIEWPROXY.COM/AIRE/2025
Notice of 2025 Annual Meeting of Stockholders to be Held on October 8, 2025
To the Stockholders of reAlpha Tech Corp.:
The 2025 annual meeting of stockholders (the “annual meeting”) will be held at 9:00 a.m. Eastern Time on October 8, 2025. The annual meeting will be a virtual meeting of stockholders conducted live via the Internet. You will be able to attend the annual meeting online by visiting the link provided via e-mail after you properly register throughhttps://web.viewproxy.com/AIRE/2025. During the annual meeting, stockholders will be asked to vote either directly or by proxy on the following matters discussed herein:
| (1) | the election of five members to our board of directors to serve until the next annual meeting of stockholders or until their respective successors have been elected and qualified (“Proposal 1”); |
| (2) | the ratification of the appointment of GBQ Partners, LLC as our independent registered public accounting firm for the year ending December 31, 2025 (“Proposal 2”); |
| (3) | an amendment to our second amended and restated certificate of incorporation (as amended and restated, the “certificate of incorporation”), in the form attached to the proxy statement as Annex A, to, at the discretion of our board of directors, effect a reverse stock split of our issued and outstanding shares of common stock, par value $0.001 per share (the “common stock”), at any time prior to the one-year anniversary date of the approval by the stockholders of such proposal, at a ratio, ranging from one-for-seven (1:7) to one-for-twenty-five (1:25), with the exact ratio to be set within that range at the discretion of the board of directors without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal” or “Proposal 3”); |
| (4) | for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock upon exercise of: (i) series A-1 warrants of the Company having an original exercise price of $0.15 per share; (ii) series A-2 warrants of the Company having an original exercise price of $0.15 per share; and (iii) placement agent warrants of the Company having an original exercise price of $0.1875 per share, with the series A-1 warrants and the series A-2 warrants issued in our best efforts public offering on July 18, 2025 and the placement agent warrants issued to the placement agent’s designees as compensation for such offering (the “Nasdaq 20% Issuance Proposal” or “Proposal 4”); |
| (5) | an amendment to the 2022 Equity Incentive Plan (as amended from time to time, the “2022 Plan”), in the form attached to the proxy statement as Annex B, for the adoption of an automatic annual increase in the shares of common stock available for issuance under the 2022 Plan (“2022 Plan Evergreen Proposal” or “Proposal 5”); |
| (6) | the proposal to adjourn the annual meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Reverse Stock Split Proposal and/or the Nasdaq 20% Issuance Proposal (the “Adjournment Proposal” or “Proposal 6”); and |
| (7) | conduct any other business properly brought before the meeting. |
If you are a stockholder of record as of August 11, 2025, you may vote at the annual meeting as further described in the accompanying proxy statement. The Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”), proxy statement and form of proxy are being distributed and made available on the Internet on or around August 25, 2025.
Dated: August 25, 2025
By Order of the Board of Directors
/s/ Michael J. Logozzo
Michael J. Logozzo
Chief Executive Officer and Secretary
Whether or not you expect to attend the annual meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability or the proxy card you received in the mail.
iii
TABLE OF CONTENTS
| Page No. | |
|---|---|
| Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting | 1 |
| About the Meeting: Questions and Answers | 2 |
| Governance of the Company | 7 |
| Proposal 1 — Election of Directors | 20 |
| Proposal 2 — Ratification of the Appointment of the Independent Registered Public Accounting Firm | 22 |
| Proposal 3 –– Approval of the Reverse Stock Split Proposal | 24 |
| Proposal 4 – Approval of the Nasdaq 20% Issuance Proposal | 34 |
| Proposal 5 –– Approval of the 2022 Plan Evergreen Proposal | 38 |
| Proposal 6 –– Approval of the Adjournment Proposal | 43 |
| Report of the Audit Committee | 44 |
| Security Ownership of Certain Beneficial Owners and Management | 45 |
| Certain Relationships and Related Transactions | 46 |
| Requirements for Advance Notification of Nominations and Stockholder Proposals | 48 |
| Other Matters | 49 |
| Annex A – Proposed Amendment to Certificate of Incorporation | 50 |
| Annex B – Proposed 2022 Plan Amendment | 52 |
iv
PROXY STATEMENT
FOR 2025 ANNUAL MEETING OF STOCKHOLDERS
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD VIRTUALLY ON OCTOBER 8, 2025
In accordance with U.S. Securities and Exchange Commission (the “SEC”) rules, we are providing access to our proxy materials in connection with the solicitation of proxies by our board of directors for our virtual 2025 annual meeting of stockholders (the “annual meeting”) to be held on October 8, 2025, at 9:00 a.m. Eastern Time over the Internet to our stockholders rather than in paper form, which reduces the environmental impact of the annual meeting and our costs. The proxy statement and the 2024 annual report to stockholders (the “2024 annual report”), which includes our Annual Report on Form 10-K for the year ended December 31, 2024, as amended on May 13, 2025, are available athttps://web.viewproxy.com/AIRE/2025.
Accordingly, if you are a stockholder of record, a one-page Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) has been mailed to you on or around August 25, 2025. Stockholders of record may access the proxy materials on the website listed above or request a printed set of the proxy materials be sent to them by following the instructions in the Notice of Internet Availability by September 29, 2025. The Notice of Internet Availability also explains how you may request that we send future proxy materials to you by e-mail or in printed form by mail. If you choose the e-mail option, you will receive an e-mail next year with links to those materials and to the proxy voting site. We encourage you to choose this e-mail option, which will allow us to provide you with the information you need in a timely manner, will save us the cost of printing and mailing documents to you and will conserve natural resources. Your election to receive proxy materials by e-mail or in printed form by mail will remain in effect until you terminate it.
If you are a beneficial owner, you will not receive a Notice of Internet Availability directly from us, but your broker, bank or other intermediary will forward you a notice with instructions on accessing our proxy materials and directing that organization how to vote your shares, as well as other options that may be available to you for receiving our proxy materials.
Our board of directors encourages you to read this document thoroughly and to take this opportunity to vote on the matters to be decided at the annual meeting. You will be able to attend the annual meeting online. To participate in the annual meeting, stockholders of record need to first register athttps://web.viewproxy.com/AIRE/2025using their 11-digit control number included on the Notice of Internet Availability, proxy card, or voting instruction form by no later than October 4, 2025. On the day of the annual meeting, if you have properly registered in accordance with the instructions of the Notice of Internet Availability, you will log into the annual meeting by visiting the link provided after you register and using the password you received via e-mail and follow the instructions to vote your shares. In order to vote during the meeting, keep your 11-digit control number with you. You will also have the opportunity to submit questions during the annual meeting in the questions and chat tab of the virtual meeting platform, or you can submit questions during your registration to attend the annual meeting, which questions would be passed along to us. A technical support email (virtualmeeting@viewproxy.com) is available for stockholders to ask any questions or if you encounter any difficulties accessing the virtual meeting during the meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.