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reAlpha Tech Corp. Announces Pricing of $2 Million Public Offering

DUBLIN, Ohio, July 16, 2025 (GLOBE NEWSWIRE) -- reAlpha Tech Corp. (Nasdaq: AIRE) (the 鈥淐ompany鈥� or 鈥渞eAlpha鈥�), an AI-powered real estate technology company, today announced the pricing of a public offering of an aggregate of 13,333,334 shares of its common stock, together with Series A-1 warrants to purchase up to 13,333,334 shares of common stock and Series A-2 warrants to purchase up to 13,333,334 shares of common stock, at a combined public offering price of $0.15 per share and accompanying warrants. The Series A-1 warrants and the Series A-2 warrants will have an exercise price of $0.15 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the warrants. The Series A-1 warrants will expire five years from the date of stockholder approval and the Series A-2 warrants will expire twenty-four months from the date of stockholder approval. The closing of the offering is expected to occur on or about July 18, 2025, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds from the offering, before deducting the placement agent鈥檚 fees and other offering expenses payable by the Company, are expected to be approximately $2 million. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes, which could include repayment of debt, future acquisitions, capital expenditures and the purchase of cryptocurrencies in accordance with the Company鈥檚 cryptocurrency investment policy.

The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-288571), which was declared effective by the Securities and Exchange Commission (the 鈥淪EC鈥�) on July 16, 2025. The offering is being made only by means of a prospectus forming part of the effective registration statement relating to the offering. A preliminary prospectus relating to the offering has been filed with the SEC. Electronic copies of the final prospectus, when available, may be obtained on the SEC鈥檚 website at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at .

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About reAlpha Tech Corp.

reAlpha Tech Corp. (Nasdaq: AIRE) is an AI-powered real estate technology company transforming the multi-trillion-dollar U.S. real estate services market. reAlpha is developing an end-to-end platform that streamlines real estate transactions through integrated brokerage, mortgage, and title services. With a strategic, acquisition-driven growth model and proprietary AI infrastructure, reAlpha is building a vertically integrated ecosystem designed to deliver a simpler, smarter, and more affordable path to homeownership. For more information, visit聽.

Forward-Looking Statements

The information in this press release includes 鈥渇orward-looking statements.鈥� Any statements other than statements of historical fact contained herein, including statements as to the completion of the offering, the satisfaction of customary closing conditions related to the offering, the receipt of stockholder approval and the intended use of net proceeds from the offering, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as 鈥渕ay鈥�, 鈥渟hould鈥�, 鈥渃ould鈥�, 鈥渕ight鈥�, 鈥減lan鈥�, 鈥減ossible鈥�, 鈥減roject鈥�, 鈥渟trive鈥�, 鈥渂udget鈥�, 鈥渇orecast鈥�, 鈥渆xpect鈥�, 鈥渋ntend鈥�, 鈥渨ill鈥�, 鈥渆stimate鈥�, 鈥渁nticipate鈥�, 鈥渂elieve鈥�, 鈥減redict鈥�, 鈥減otential鈥� or 鈥渃ontinue鈥�, or the negatives of these terms or variations of them or similar terminology. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: reAlpha鈥檚 ability to regain and sustain compliance with the Nasdaq Capital Market鈥檚 continued listing standards and remain listed on the Nasdaq Capital Market; reAlpha鈥檚 ability to pay contractual obligations; reAlpha鈥檚 liquidity, operating performance, cash flow and ability to secure adequate financing; reAlpha鈥檚 limited operating history and that reAlpha has not yet fully developed its AI-based technologies; whether reAlpha鈥檚 technology and products will be accepted and adopted by its customers and intended users; reAlpha鈥檚 ability to commercialize its developing AI-based technologies; reAlpha鈥檚 ability to successfully enter new geographic markets; reAlpha鈥檚 ability to integrate the business of its acquired companies into its existing business and the anticipated demand for such acquired companies鈥� services; reAlpha鈥檚 ability to scale its operational capabilities to expand into additional geographic markets and nationally; the potential loss of key employees of reAlpha and of its subsidiaries; the outcome of certain outstanding legal proceedings against reAlpha; reAlpha鈥檚 ability to obtain, and maintain, the required licenses to operate in the U.S. states in which it, or its subsidiaries, operate in, or intend to operate in; reAlpha鈥檚 ability to successfully identify and acquire companies that are complementary to its business model; the inability to maintain and strengthen reAlpha鈥檚 brand and reputation; any accidents or incidents involving cybersecurity breaches and incidents; the inability to accurately forecast demand for AI-based real estate-focused products; the inability to execute business objectives and growth strategies successfully or sustain reAlpha鈥檚 growth; the inability of reAlpha鈥檚 customers to pay for reAlpha鈥檚 services; the inability of reAlpha to obtain additional financing or access the capital markets to fund its ongoing operations on acceptable terms and conditions; the outcome of any legal proceedings that might be instituted against reAlpha; changes in applicable laws or regulations, and the impact of the regulatory environment and complexities with compliance related to such environment; and other risks and uncertainties indicated in reAlpha鈥檚 SEC filings. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Although reAlpha believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. reAlpha鈥檚 future results, level of activity, performance or achievements may differ materially from those contemplated, expressed or implied by the forward-looking statements, and there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking statements. For more information about the factors that could cause such differences, please refer to reAlpha鈥檚 filings with the SEC. Readers are cautioned not to put undue reliance on forward-looking statements, and reAlpha does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Media Contact:
Cristol Rippe, Chief Marketing Officer
[email protected]

Investor Relations Contact:
Adele Carey, VP of Investor Relations
[email protected]