Form 424B5 - Prospectus [Rule 424(b)(5)]
2024年12月27日 - 9:08PM
Edgar (US Regulatory)
Filed pursuant to Rule 424(b)(5)
Registration File No. 333-283284
Prospectus Supplement
(to Prospectus Supplement dated December 19,
2024
to Prospectus dated November 26, 2024)
Up to $14,275,000
Shares of Common Stock
This prospectus supplement
amends and supplements the information in the prospectus, dated November 26, 2024 (the “Prospectus”), filed with the Securities
and Exchange Commission as a part of our registration statement on Form S-3 (File No. 333-283284), as previously supplemented by our prospectus
supplement, dated December 19, 2024 (the “Prior Supplement” and together with the Prospectus, the “Prior Prospectus”),
relating to the offer and sale of shares of our common stock having an aggregate offering price of up to $4,750,000 pursuant to the terms
of an At the Market Sales Agreement, dated December 19, 2024 (the “Sales Agreement”), with A.G.P./Alliance Global Partners
(“A.G.P.”). This Prospectus Supplement should be read in conjunction with the Prior Prospectus, and is qualified by reference
thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectus. This
Prospectus Supplement is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectus and any
future amendments or supplements thereto.
We are filing this Prospectus
Supplement to amend the Prior Prospectus to increase the maximum amount of shares that we are eligible to sell under our Registration
Statement pursuant to the Sales Agreement under General Instruction I.B.6 of Form S-3. As a result of these limitations and the current
public float of our common stock, and in accordance with the terms of the Sales Agreement, we may offer and sell shares of our common
stock having an aggregate offering price of up to $14,275,000 from time to time through A.G.P. In the event that we may sell additional
amounts under the Sales Agreement in accordance with General Instruction I.B.6, we will file another prospectus supplement prior to making
such additional sales. This Prospectus Supplement amends and/or supplements only those sections of the Prior Prospectus as listed in this
Prospectus Supplement, and all other sections of the Prior Prospectus remain as is.
We are an “emerging
growth company” and “smaller reporting company” as defined under U.S. federal securities laws and are subject to reduced
public company reporting requirements. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol
“AIRE.” The last sale price of our common stock, as reported on Nasdaq on December 26, 2024, was $3.58 per share.
As of December 27, the aggregate
market value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common
equity was last sold on December 26, 2024 of $3.58, was $42,841,079.56, based on 45,864,503 shares of outstanding common stock as of December
27, 2024, of which 11,966,782 shares were held by non-affiliates. Pursuant to General Instruction I.B.6 of Form S-3, in no event will
we sell securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period
so long as our public float remains below $75.0 million. During the 12 calendar months prior to and including the date of this Prospectus
Supplement, we have sold no securities pursuant to General Instruction I.B.6 of Form S-3.
Investing in our securities
involves a high degree of risk. See “Risk Factors” beginning on page S-5 of the Prior Supplement and the risk factors incorporated
by reference into this Prospectus Supplement and the Prior Prospectus, as they may be amended, updated or modified periodically in our
reports filed with the Securities and Exchange Commission.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this Prospectus Supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
A.G.P.
The date of this Prospectus Supplement is December
27, 2024
reAlpha Tech (NASDAQ:AIRE)
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reAlpha Tech (NASDAQ:AIRE)
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から 1 2024 まで 1 2025