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Verrica Pharmaceuticals (VRCA) filed an 8-K announcing a 1-for-10 reverse stock split. The Certificate of Amendment, approved by shareholders on 5 Jun 2025, becomes effective 24 Jul 2025 at 5:00 p.m. ET. At the Effective Time, every 10 issued and outstanding common shares will automatically convert into one share with no change in par value.

Post-split, shares outstanding will shrink from roughly 92.5 million to 9.25 million; fractional shares will be cashed out. All outstanding options and warrants, plus shares reserved under the 2018 Equity Incentive Plan and 2024 Inducement Plan, will be proportionally adjusted in both share count and exercise price. Trading will begin on a split-adjusted basis on Nasdaq on 25 Jul 2025 under a new CUSIP 92511W207.

The split is intended to consolidate the capital structure and help meet Nasdaq鈥檚 continued-listing requirements. It does not alter any stockholder鈥檚 percentage ownership, apart from rounding related to fractional shares.

reAlpha Tech Corp. (NASDAQ: AIRE) signed a Securities Purchase Agreement on 21-Jul-25 for a registered direct offering of 14.29 m shares at $0.35, generating 鈮�$5.0 m gross / $4.5 m net. Concurrently, the company will issue 14.29 m five-year warrants with an identical $0.35 strike price, subject to 4.99% (optionally 9.99%) ownership caps and standard anti-dilution protections.

Net proceeds are earmarked for working capital, potential acquisitions, cryptocurrency purchases and partial pre-payment (at 109% of principal) of the $4.10 m Streeterville Capital secured note. Closing is scheduled for 22-Jul-25.

reAlpha agreed to a 30-day moratorium on additional equity issuance and a one-year ban on variable-rate financings. H.C. Wainwright is the exclusive placement agent, earning a 7 % cash fee, up to $65,950 in expenses and 0.71 m placement-agent warrants exercisable at $0.4375 (125 % of offer price). The company must register the warrant shares within 30鈥�60 days or pay liquidated damages.

BioVie Inc. (Nasdaq: BIVI) filed Amendment No. 2 to its Form S-1 to register a firm-commitment offering of 1,456,310 Units (one post-split share + one 5-year warrant) and the same number of Pre-funded Units. Pricing is based on the 26 Jun 2025 close of $10.30; each warrant will be exercisable at $12.875. Underwriters hold a 45-day, 15 % over-allotment option. Warrants will be listed as 鈥�BIVIW鈥� if approved; Pre-funded warrants will not trade. Following a 1-for-10 reverse split effective 7 Jul 2025, shares outstanding fell to 1.86 m; the deal will raise that to about 3.32 m (3.53 m with full over-allotment).

The company is a clinical-stage developer of bezisterim (NE3107) for Alzheimer鈥檚, Parkinson鈥檚 and long COVID, and BIV201 (continuous-infusion terlipressin) for cirrhotic ascites. Highlights include a $13.1 m Department of Defense grant funding the Phase 2 ADDRESS-LC long-COVID trial and FDA Fast-Track/Orphan designations for BIV201. Conversely, BioVie鈥檚 Phase 3 Alzheimer鈥檚 trial was undermined by protocol violations at 15 sites, leaving the study under-powered; the firm is weighing adaptive enrolment or a new Phase 3. An FDA-cleared Phase 2b Parkinson鈥檚 protocol began in Apr 2025; a definitive Phase 3 design for BIV201 is being finalised.

Risk factors stress: no approved products or revenue, heavy future capital needs, pending securities class-action litigation, reliance on third-party CROs, concentration of cash at one bank, and the possibility Nasdaq could rule the deal non-qualifying and seek delisting. Proceeds are earmarked for working capital and general corporate purposes.

On 15 July 2025, reAlpha Tech Corp. (Nasdaq: AIRE) executed a Consent, Release and Waiver with Streeterville Capital, the holder of the Company鈥檚 14 Aug 2024 secured promissory note. Section 4(v) of the original Note Purchase Agreement limits lock-ups to 75 days, potentially conflicting with stand-still provisions required for reAlpha鈥檚 planned follow-on equity offering registered on Form S-1.

• Financing flexibility: The Waiver authorizes reAlpha to (i) forgo variable-rate financings for up to 12 months after the offering closes and (ii) avoid any equity financings for 60 days post-closing, each subject to customary exceptions.
• Default protection: Streeterville agrees that complying with these restrictions will not constitute a breach, Trigger Event or Event of Default under the note documents.
• Time-sensitive: The Waiver automatically lapses if the equity offering is not consummated by 31 July 2025.

The agreement removes an immediate covenant conflict and paves the way for capital raising, but temporarily limits alternative financing avenues. The full text is filed as Exhibit 10.1.

reAlpha Tech Corp. (Nasdaq: AIRE) has filed Amendment No. 2 to its Form S-1 for a best-efforts offering that could raise up to $3.52 million in gross proceeds (assuming sale of 16.39 million shares at $0.2441 and no pre-funded warrants). Each share is sold with one Series A-1 warrant (5-year term) and one Series A-2 warrant (2-year term); total potential dilution, including 49.98 million warrant shares and 0.82 million placement-agent warrant shares, could lift outstanding stock from 56.1 million to 72.5 million immediately and materially more if all warrants exercise.

Net proceeds are earmarked for working capital, debt repayment, acquisitions and possible cryptocurrency purchases. Management states current cash covers ~2 months of operations; full proceeds would extend runway to ~5 months. The filing reiterates a going-concern opinion.

Risk disclosures highlight:

• Nasdaq deficiency notices for bid price (<$1) and market value (<$35 m); compliance deadlines are Oct 1 2025 and Dec 29 2025.
• Litigation with GEM Yield Bahamas and Streeterville Capital; GEM warrant pricing dispute could trigger further dilution.
• Massachusetts consent order bars sales in that state.
• Best-efforts structure has no minimum and no escrow.

The company has pivoted from asset-heavy short-term rentals to an AI-driven home-buying platform, complemented by recent acquisitions (Naamche, AiChat, Hyperfast Title, Be My Neighbor, GTG Financial). Rental segment is discontinued; technology services is now the sole reporting segment.

reAlpha Tech Corp. (Nasdaq: AIRE) has filed Amendment No. 1 to its Form S-1 to launch a high-dilution, best-efforts offering that could raise up to $3.52 million in gross proceeds (assuming full take-up) through the sale of up to 16.39 million common shares bundled with an equal number of Series A-1 and Series A-2 warrants. Purchasers may alternatively receive pre-funded warrants to manage 4.99 %/9.99 % ownership caps. Warrants are exercisable once shareholder approval is obtained (or immediately if 鈥淧ricing Conditions鈥� are met) at an exercise price to be determined at pricing; A-1 warrants mature five years from first exercisability, A-2 warrants after 24 months. A further 49.98 million shares may be issued upon warrant exercise, taking potential dilution above 82 % of today鈥檚 56.1 million outstanding shares.

Use of proceeds: working capital, general corporate purposes, debt repayment, future acquisitions and possible cryptocurrency purchases. On the current assumptions, net cash would extend runway from roughly two months to about five months; management retains broad discretion.

Business update: reAlpha has pivoted from a discontinued short-term rental segment to an AI-driven home-buying platform now live in Florida and >200 Texas counties. 2024-25 acquisitions (Naamche, AiChat, Hyperfast Title, Be My Neighbor, GTG Financial) add technology, brokerage, mortgage and title capabilities, giving mortgage licences in 30 states and title services in three.

Liquidity & going-concern: The auditor expressed substantial doubt; cash totalled $1.2 million at 31-Mar-25 with an accumulated deficit of $41.1 million. A secured promissory note to Streeterville ($5.46 million principal, 8 % interest, due Feb-26) allows monthly redemptions of $545k; two redemptions in June鈥揓uly 2025 were settled in stock (鈮�2.0 million shares).

Capital markets activity: 鈥� April 2025 warrant-inducement raised $3.1 million gross and issued 8.44 million new warrants at $0.75. 鈥� ATM program (April鈥揓ul 2025) issued 2.79 million shares for $0.94 million net. 鈥� H.C. Wainwright acts as exclusive placement agent (7 % cash fee plus 5 % placement warrants at 125 % of offering price).

Nasdaq compliance risk: The company received two deficiency letters鈥�(i) bid price below $1 (grace period to 1-Oct-25) and (ii) market value of listed securities below $35 million (grace period to 29-Dec-25). Failure to regain compliance could trigger delisting.

Legal & regulatory: 鈥� Barred from selling securities to Massachusetts residents under a 2022 consent order. 鈥� Litigation with GEM Yield Bahamas over warrant repricing is ongoing; company鈥檚 appeal is pending while GEM sues for breach and damages. 鈥� Loss of controlled-company status occurred 7-Jul-25 when insider ownership fell below 50 %.

Capital structure after offering: pro-forma as-adjusted shares outstanding would rise to 72.5 million (excluding warrant and option exercises). Additional overhang: 4.11 million follow-on warrants at $0.75, 1.70 million GEM warrants at $371.90 (subject to dispute), 8.44 million inducement warrants at $0.75, 2.41 million plan shares and 1.27 million RSUs.

Key risks highlighted: extreme dilution, limited cash runway, best-efforts nature (no minimum raise), potential delisting, dependence on additional financing, warrant exercisability contingent on shareholder approval, litigation uncertainty, and going-concern warning.