UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On July 15, 2025, reAlpha Tech Corp. (the “Company”) entered into a consent, release and waiver (the “Waiver”) with Streeterville Capital, LLC (“Streeterville”) relating to that certain note purchase agreement (the “Note Purchase Agreement”) and related secured promissory note (the “Note”) with Streeterville, each dated as of August 14, 2024. Pursuant to Section 4(v) of the Note Purchase Agreement, the Company is prohibited from agreeing to lock-ups longer than 75 days during any 12-month period that limit future variable rate transactions with and securities issuances to Streeterville or Streeterville’s affiliates.
The Waiver permits the Company to comply with the standstill provisions required by the securities purchase agreement for the Company’s proposed follow-on equity offering registered on Form S-1 (the “Offering”), which the Company filed as an exhibit to such Form S-1. The Waiver permits the Company to restrict itself from entering into (i) variable rate financings for a period of up to one year following the closing of the offering, and (ii) any equity financings for a period of up to 60 days from the closing of the offering, in each case subject to certain exceptions. In addition, pursuant to the Waiver, Streeterville agreed that the Company’s adherence to the restrictions in the securities purchase agreement for the Offering will not constitute a breach of the terms, covenants and obligations under the Note Purchase Agreement or the Note and will not constitute a Trigger Event or Event of Default (each as defined in the Note) under the Note Purchase Agreement or the Note. The Waiver will lapse if the Offering is not conducted on or before July 31, 2025.
The foregoing description of the Waiver in this Current Report on Form 8-K (this “Form 8-K”) does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the Waiver, a copy of which is filed hereto as Exhibit 10.1 and incorporated herein by reference.
This Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale, of the securities referred to herein in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Consent, Release and Waiver, dated as of July 15, 2025, by and between reAlpha Tech Corp. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.44 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (SEC File No. 333-288571) filed July 16, 2025). | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Filed herewith. |
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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: July 16, 2025 | reAlpha Tech Corp. | |
| By: | /s/ Michael J. Logozzo | |
| Michael J. Logozzo | ||
| Chief Executive Officer | ||
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