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reAlpha Tech Corp. (AIRE) Form S-1 — Oct 22, 2026

$AIREForm S-1Filed Oct 22, 2026, 9:29 AM ET0001213900-26-111519Original filing

reAlpha Tech Corp. (AIRE) filed an S-1 for a best-efforts offering of up to 2,727,272 shares (or pre-funded warrants) at an assumed $1.10 per share, targeting up to $3.0 million gross with no minimum amount required. Maxim Group LLC is sole placement agent, and the offering terminates November 15, 2026. The filing discloses severe going-concern risk: the auditor flagged substantial doubt, current cash supports less than one month of operations, and even a fully subscribed raise only extends runway to roughly four months.

Key figures

Gross Proceeds
3000000
Offering Price
1.1
Shares Offered
2727272
Total Debt
300759
Net Proceeds
approximately $2.52 million
Last Sale Price
$1.02 (October 21, 2026)
Cash June302026
2230607
Dilution Per Share
$2.08 immediate dilution to new investors
Prefunded Warrants
up to 2,727,272 pre-funded warrants at $1.0999 with $0.0001 exercise price
Reverse Split Ratio
1-for-25 (April 30, 2026)
Offering Termination
November 15, 2026
Cash Runway Pre Offering
less than one month
Cash Runway Post Offering
approximately four months
Shares Outstanding Pre Offering
6006624
Shares Outstanding Post Offering
8733896
Placement Agent Fee Reimbursement
up to $150,000 (legal fees capped at $90,000)

AI analysis

Red flags9 · Pro

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AI-generated analysis of a public disclosure. Not investment advice; verify against the original document.