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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): July 12, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 12, 2024, reAlpha Tech Corp. (the “Company”) terminated the employment of Michael Frenz as the Company’s Chief Financial Officer (and principal financial and accounting officer), effective immediately. In connection with his termination, the Company expects to enter into a separation agreement with Mr. Frenz, which will include a general release of claims, customary confidentiality and non-disparagement provisions and provide for a severance cash payment in an amount to be determined by the Company.

 

On the same date, the Company appointed Michael J. Logozzo, the Company’s Chief Operating Officer and President, to serve as its interim Chief Financial Officer (and principal financial and accounting officer), effective immediately, while the Company conducts its search for Mr. Frenz’s permanent successor. There will be no change to Mr. Logozzo’s compensation arrangements with the Company as a result of this appointment.

 

There are no other arrangements or understandings between Mr. Logozzo and any other person pursuant to which he was appointed to the position of interim Chief Financial Officer of the Company, and Mr. Logozzo is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K. There is no family relationship between Mr. Logozzo and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number		   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

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 12, 2024 reAlpha Tech Corp.
     
  By: /s/ Giri Devanur
    Giri Devanur
    Chief Executive Officer

 

 

2

 

 

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Cover
Jul. 12, 2024
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Document Type 8-K
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Document Period End Date Jul. 12, 2024
Entity File Number 001-41839
Entity Registrant Name reAlpha Tech Corp.
Entity Central Index Key 0001859199
Entity Tax Identification Number 86-3425507
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 6515 Longshore Loop
Entity Address, Address Line Two Suite 100
Entity Address, City or Town Dublin
Entity Address, State or Province OH
Entity Address, Postal Zip Code 43017
City Area Code 707
Local Phone Number 732-5742
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol AIRE
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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