OTHER INFORMATION
−Removed: of the Company’s directors or officers adopted , modified or terminated a Rule 10b5-1 trading arrangement
−Removed: or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended March 31, 2025, as such terms are defined under
−Removed: Item 408(a) of Regulation S-K.
−Removed: Stock Purchase Agreement, dated as of February 20, 2025, among reAlpha Tech Corp., GTG Financial, Inc.
−Removed: and Glenn Groves.
−Removed: (previously filed as Exhibit 2.1 of Form 8-K filed with the SEC on February 24, 2025).
+Added: None of the Company’s directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended June 30, 2025, as such terms are defined under Item 408(a) of Regulation S-K.
Second Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.1 of Form S-11 filed with the SEC on August 8, 2023).
6 unchanged sentences
Form of Warrant (previously filed as Exhibit 4.1 of Form 8-K filed with the SEC on April 7, 2025).
−Removed: Piyush Phadke’s Offer Letter, effective as of January 30, 2025 (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on January 30, 2025).
−Removed: 2025 Short Term Incentive Plan (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on February 10, 2025).
−Removed: Advertising Agreement, dated March 7, 2025, between reAlpha Tech Corp.
−Removed: and Mercurius Media Capital LP (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on March 10, 2025).
−Removed: Investment Agreement, dated March 7, 2025, between reAlpha Tech Corp.
−Removed: and Mercurius Media Capital LP (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on March 10, 2025).
−Removed: Security Agreement, dated March 13, 2025, by and between GTG Financial, Inc.
−Removed: and Streeterville Capital, LLC.
−Removed: Intellectual Property Security Agreement, dated March 13, 2025, by and between GTG Financial, Inc.
−Removed: and Streeterville Capital, LLC.
−Removed: Guaranty, dated March 13, 2025, by GTG Financial, Inc.
−Removed: for the benefit of Streeterville Capital, LLC.
−Removed: Mutual Settlement and Release Agreement, dated as of March 19, 2025, between reAlpha Tech Corp.
−Removed: and Unreal Estate Inc.
−Removed: (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on March 21, 2025).
−Removed: Exchange Agreement, dated as of March 20, 2025, between reAlpha Tech Corp.
−Removed: and Streeterville Capital, LLC (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on March 21, 2025).
−Removed: Severance Agreement by and between reAlpha Tech Corp.
−Removed: and Jorge Aldecoa, dated March 27, 2025 (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on March 28, 2025).
+Added: Form of Series A-1 Warrant (previously filed as Exhibit 4.1 of Form 8-K filed with the SEC on July 18, 2025).
+Added: Form of Series A-2 Warrant (previously filed as Exhibit 4.2 of Form 8-K filed with the SEC on July 18, 2025).
+Added: Form of Placement Agent Warrant (previously filed as Exhibit 4.3 of Form 8-K filed with the SEC on July 18, 2025).
+Added: Form of Warrant (previously filed as Exhibit 4.1 of Form 8-K filed with the SEC on July 22, 2025).
+Added: Form of Placement Agent Warrant (previously filed as Exhibit 4.2 of Form 8-K filed with the SEC on July 22, 2025).
+Added: Form of Inducement Letter (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on April 7, 2025).
+Added: Form of Voting Agreement (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on April 7, 2025).
+Added: Form of 2022 Equity Incentive Plan Restricted Stock Unit Award Agreement (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on April 30, 2025).
+Added: Second Amendment to Employment Agreement of Giri Devanur, dated June 3, 2025 (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on June 4, 2025).
+Added: Second Amendment to Employment Agreement of Michael J.
+Added: Logozzo, dated June 3, 2025 (previously filed as Exhibit 10.2 of Form 8-K filed with the SEC on June 4, 2025).
+Added: Exchange Agreement, dated as of June 9, 2025, between reAlpha Tech Corp.
+Added: and Streeterville Capital, LLC (previously filed as Exhibit 10.1 of Form 8-K filed with the SEC on June 10, 2025).
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
9 unchanged sentences
Filed herewith.
−Removed: Previously filed.
Furnished herewith.
−Removed: Certain schedules, exhibits and similar attachments
−Removed: to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
−Removed: A copy of any omitted schedule and/or exhibit will
−Removed: be furnished to the SEC upon request.
Indicates management contract or compensatory plan or arrangement.
−Removed: Pursuant to the requirements
−Removed: 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,
−Removed: thereunto duly authorized.
+Added: 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, thereunto duly authorized.
REALPHA TECH CORP.
−Removed: /s/ Giri Devanur
+Added: August 14, 2025
+Added: /s/ Michael J.
Chief Executive Officer
(Principal Executive Officer)
+Added: August 14, 2025
/s/ Piyush Phadke
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.