Filed Pursuant
to Rule 424(b)(3)
Registration No. 333-276334
PROSPECTUS SUPPLEMENT NO.
13
(to Prospectus dated June 25, 2024)
Up to 1,997,116 Shares of Common Stock
1,700,884 Shares of Common Stock Underlying
the Warrants
This
prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 25, 2024 (the “Prospectus”),
which forms a part of our Registration Statement on Form S-11 (File No. 333-276334) with the information contained in our Current
Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on December 16, 2024 (the “Current Report”). Accordingly,
we have attached the Current Report to this prospectus supplement.
Our common stock is currently
listed on the Nasdaq Capital Market (“Nasdaq”) under the ticker symbol “AIRE.” On December 16, 2024, the closing
price of our common stock was $1.18.
This prospectus supplement
updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in
combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction
with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should
rely on the information in this prospectus supplement.
We are a “controlled company” under
the Nasdaq listing rules because Giri Devanur, our chief executive officer and chairman, owns approximately 60.26% of our outstanding
common stock. As a controlled company, we are not required to comply with certain of Nasdaq’s corporate governance requirements;
however, we will not take advantage of any of these exceptions.
INVESTING
IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS” SECTION BEGINNING ON PAGE 5 OF
THE PROSPECTUS.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if the Prospectus or this prospectus supplement is accurate or complete. Any representation to the contrary is a criminal offense.
The date
of this prospectus supplement is December 17, 2024.
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): December 13, 2024
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
5.07 Submission of Matters to a Vote of Security Holders.
On
December 13, 2024, reAlpha Tech Corp. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”).
At the beginning of the Annual Meeting, there were 31,550,847 shares of the Company’s common stock, par value $0.001 per share (the
“Common Stock”), present or represented by proxy at the Annual Meeting, which represented approximately 68.8% of the voting
power of the shares of the Company’s outstanding shares of voting stock entitled to vote at the Annual Meeting, and which constituted
a quorum for the transaction of business. Holders of Common Stock were entitled to one vote for each share held as of the close of business
on October 23, 2024. Summarized below are the final voting results for each proposal submitted to a vote of the stockholders at the Annual
Meeting. The two proposals below are each described in more detail in the proxy statement on Schedule 14A filed with the U.S. Securities
and Exchange Commission on November 15, 2024.
Proposal 1. Election
of Directors.
Nominee Name | |
For | | |
Withheld | | |
Broker Non-Votes | |
Giri Devanur | |
| 28,165,678 | | |
| 37,319 | | |
| 3,347,850 | |
Brian Cole | |
| 28,051,836 | | |
| 151,161 | | |
| 3,347,850 | |
Monaz Karkaria | |
| 28,148,549 | | |
| 54,448 | | |
| 3,347,850 | |
Dimitrios Angelis | |
| 28,050,396 | | |
| 152,601 | | |
| 3,347,850 | |
Balaji Swaminathan | |
| 28,050,084 | | |
| 152,913 | | |
| 3,347,850 | |
Each
of the five nominees for director was elected to serve as a director until the election and qualification of his or her successor or until
his or her earlier death, resignation, or removal.
Proposal 2. Ratification
of GBQ Partners, LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
For |
|
Against |
|
Abstentions |
31,210,439 |
|
333,651 |
|
6,757 |
There were no broker non-votes
on this proposal.
The
Company’s stockholders ratified the appointment of GBQ Partners, LLC as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2024.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: December 16, 2024 |
reAlpha Tech Corp. |
|
|
|
|
By: |
/s/ Giri Devanur |
|
|
Giri Devanur |
|
|
Chief Executive Officer |
2
Grafico Azioni reAlpha Tech (NASDAQ:AIRE)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni reAlpha Tech (NASDAQ:AIRE)
Storico
Da Dic 2023 a Dic 2024