XML 35 R21.htm IDEA: XBRL DOCUMENT

Stockholders’ Equity

12 Months Ended

Dec. 31, 2025

Stockholders’ Equity [Abstract]

Stockholders’ Equity

Note 14 - Stockholders’ Equity

The total number of shares of capital stock that the Company has the authority to issue is up to 205,000,000 shares, consisting of: (i) 200,000,000 shares of common stock, having a par value of $0.001 per share; and (ii) 5,000,000 shares of preferred stock, having a par value of $0.001 per share, of which 1,000,000 shares have been designated as Series A Preferred Stock. As of December 31, 2025, there were 131,740,675 shares of common stock and 250,000 shares of Series A Preferred Stock issued and outstanding as of December 31, 2025. As of December 31, 2024, there were 45,864,503 shares of common stock and 0 shares of preferred stock issued and outstanding.

Stock Based Compensation

Equity Incentive Plan

We maintain the reAlpha Tech Corp. 2022 Equity Incentive Plan (as amended and as may be further amended from time to time, the “2022 Plan”), under which we may grant awards to employees, officers, directors, and certain other service providers. The Compensation Committee of the Board administers the 2022 Plan.

Pursuant to the evergreen provision of the 2022 Plan, the number of shares authorized for issuance under the 2022 Plan increases automatically on an annual basis. As a result of such increases, which commenced on October 15, 2025, the aggregate number of shares of common stock authorized for issuance under the 2022 Plan was 15,957,189 shares as of December 31, 2025.

In addition, during the year ended December 31, 2025, the Company issued 193,453 shares of common stock to employees, with an aggregate fair value of approximately $105,406 at the time of issuance.

As of December 31, 2025, 4,791,602 restricted stock units (“RSUs”) were outstanding, 412,492 shares of common stock had been issued under the 2022 Plan, and 10,753,095 shares remained available for future issuance.

Ending balances for the 2022 Plan as of December 31, 2025 and December 31, 2024, are as follows:

Description		Number of Shares
Balance as of December 31, 2024			3,780,961
Increase in shares authorized under the 2022 Plan			11,957,189
Restricted stock units granted			(4,791,602	)
Common stock issued			(193,453	)
Balance as of December 31, 2025			10,753,095

Stock-based compensation expense for the year ended December 31, 2025 and December 31, 2024 was $859,950 and $207,453, respectively.

Short-Term Incentive Plan

On February 4, 2025, the Compensation Committee approved the Company’s 2025 Short-Term Incentive Plan (“STIP”), providing for quarterly awards of performance-based RSUs under the 2022 Plan. The STIP is designed to reward executive officers and key employees based on the achievement of quarterly performance targets tied to organic revenue, brokerage transactions, and the quality of acquisitions completed during such quarter.

Restricted Stock Units

The Company measures compensation cost for all stock-based awards granted to employees, directors, and certain other service providers based on the grant-date fair value of the awards in accordance with ASC Topic 718, Compensation—Stock Compensation. The fair value of the RSUS granted is based on the closing market price of the Company’s common stock on the date of grant.

The Company recognizes stock-based compensation expense for awards with graded vesting features on a straight-line basis over the requisite service period for each separately vesting portion of the award, treating each vesting tranche as a separate award, which results in a front-loaded expense recognition pattern consistent with the vesting terms.

During the year ended December 31, 2025, the Company granted an aggregate of 4,941,602 RSUs under the 2022 Equity Incentive Plan to executive officers and certain employees. During the year, 150,000 RSUs were forfeited in connection with employee terminations. The RSUs are subject to time-based vesting, with one hundred percent vesting over periods ranging from two to four years from the respective grant dates, subject to continued service and other customary terms and conditions.

Summary of RSU activity for the year ended December 31, 2025, follows:

		Number of RSUs				Weighted Average Grant Price
Balance as on December 31, 2024			-				-
RSUs granted			4,941,602				0.65
RSUs forfeited			(150,000	)			0.65
Balance as on December 31, 2025			4,791,602				0.65

As of December 31, 2025, a total of 4,791,602 RSUs remained outstanding, and none of the RSUs had vested. The RSUs were excluded from diluted earnings per share for the year ended December 31, 2025, as their inclusion would have been anti-dilutive under ASC 260.

Subsequently on January 30, 2026, the Company granted an aggregate of 3,006,233 RSUs and issued 86,871 shares of common stock to certain employees and executives pursuant to the 2022 Plan for the fiscal quarter ended December 31, 2025. The RSUs are subject to the terms and conditions of the 2022 Plan and the applicable award agreements, including vesting provisions.

Warrants

During the years ended December 31, 2025, and 2024, the Company issued warrants to purchase shares of its common stock in connection with financing transactions, warrant inducement transactions, public offerings, registered direct offerings, and private placements. The warrants generally have fixed exercise prices, are exercisable upon issuance or following stockholder approval, as applicable, and have contractual terms ranging from two to five years from their respective issuance dates.

The warrants issued to GEM Yield Bahamas Limited (“GYBL”) in October 2023 (the “GEM Warrants”) in connection with that certain Share Purchase Agreement, dated as of December 1, 2022 (the “GEM Agreement”), by and among us, GYBL, and GEM Global Yield LLC SCS (“GEM Yield”, and together with GYBL, “GEM”), remain classified as equity instruments. The Company is currently involved in litigation regarding the enforceability and adjustment provisions of the GEM Warrants. As of December 31, 2025, no reclassification or adjustment to the exercise price of the GEM Warrants has been made.

On April 6, 2025, in connection with the Company’s warrant inducement transaction, the Company entered into inducement letter agreements with certain holders of its existing warrants dated November 21, 2023 (the “Follow-On Warrants”), under which those holders agreed to exercise their warrants for cash at a reduced exercise price of $0.75 per share. In exchange, the Company agreed to issue warrants (the “New Warrants”) to purchase 8,437,502 shares of common stock (the “New Warrant Shares”). The issuance of the New Warrant Shares was subject to stockholder approval thereof, and such stockholder approval was obtained. The warrant inducement transaction closed on April 8, 2025 and resulted in the issuance of 4,218,751 shares of common stock and gross proceeds of approximately $3.1 million. In addition, the Company reduced the exercise price of Follow-On Warrants held by non-participating holders from $1.44 to $0.75 for the remainder of such warrants’ term. The Company accounted for the warrant inducement transaction in accordance with ASC 815. Under this guidance, the warrant inducement transaction was treated as a modification of equity-classified instruments, and the excess fair value of the New Warrants issued, amounting to $515,307, was charged to additional paid-in capital as an equity issuance cost. 4,218,751 Follow-On Warrants and 7,521,668 New Warrants issued were exercised during the year ended December 31, 2025, resulting in net proceeds to us of $2,934,911 and $5,641,251, respectively. As of December 31, 2025, 4,114,582 Follow-On Warrants and 915,834 New Warrants remained outstanding.

On July 18, 2025, the Company completed a best efforts public offering (the “2025 Public Offering”) of an aggregate of (i) 13,333,334 shares of our common stock (the “July 2025 Shares”), (ii) Series A-1 warrants (the “Series A-1 Warrants”) to purchase up to an aggregate of 13,333,334 shares of common stock (the “Series A-1 Warrant Shares”) and (iii) Series A-2 warrants (the “Series A-2 Warrants,” and together with the Series A-1 Warrants, the “July 2025 Warrants”) to purchase up to an aggregate of 13,333,334 shares of common stock (the “Series A-2 Warrant Shares,” and together with the Series A-1 Warrant Shares, the “July 2025 Warrant Shares”). Each of the July 2025 Shares was sold together with one Series A-1 Warrant to purchase one share of common stock and one Series A-2 Warrant to purchase one share of common stock. The July 2025 Warrants became exercisable on October 8, 2025 and the Series A-1 Warrants and Series A-2 Warrants expire on October 8, 2030 and October 8, 2027, respectively.

The combined public offering price for each of the July 2025 Shares and accompanying July 2025 Warrants was $0.15 and each July 2025 Warrant has an exercise price of $0.15 per share. The offering generated gross proceeds of approximately $2.0 million and net proceeds of approximately $1.56 million, after deducting placement agent fees and other offering-related expenses. During the year ended December 31, 2025, holders exercised 11,220,141 Series A-1 Warrants and 12,831,253 Series A-2 Warrants, generating net proceeds of $3,607,710. Following these exercises, 2,113,193 Series A-1 Warrants and 502,081 Series A-2 Warrants remained outstanding as of December 31, 2025.

In connection with the 2025 Public Offering, the Company also issued warrants (the “Placement Agent Warrants”) to the placement agent, Wainwright, or its designees, to purchase up to 666,667 shares of common stock, representing 5.0% of the shares sold in the offering. The Placement Agent Warrants have an exercise price of $0.1875 per share and became exercisable on the Stockholder Approval Date for the issuance of the shares underlying the Placement Agent Warrants was received and became effective. The Placement Agent Warrants will expire five years from the commencement of sales in such offering. During the year ended December 31, 2025, holders exercised 354,167 of the Placement Agent Warrants, generating net proceeds of $66,406. As of December 31, 2025, 312,500 Placement Agent Warrants remained outstanding.

On July 22, 2025, the Company completed a registered direct offering (the “Registered Offering”) of 14,285,718 shares of its common stock (the “RDO Shares”) and a concurrent private placement (the “Private Placement”) of unregistered common stock warrants (the “Private Placement Warrants”) exercisable into an equal number of shares of common stock with an exercise price of $0.35 per share. The Private Placement Warrants are immediately exercisable upon issuance and expire on September 12, 2030. The Registered Offering and concurrent Private Placement raised gross proceeds of approximately $5.0 million and net proceeds of approximately $4.5 million, after deducting placement agent fees and offering-related expenses. During the year ended December 31, 2025, holders exercised 13,133,812 of the Private Placement Warrants, generating net proceeds of $4,596,834. As of December 31, 2025, 1,151,906 Private Placement Warrants remained outstanding.

In connection with the concurrent Registered Offering and Private Placement, the Company also issued warrants to Wainwright, or its designees, to purchase up to 714,286 shares of common stock, representing 5.0% of the shares of common stock sold in the Registered Offering (the “RDO Placement Agent Warrants”). The RDO Placement Agent Warrants have an exercise price of $0.4375 per share, are immediately exercisable upon issuance and will expire on September 12, 2030. During the year ended December 31, 2025, 625,000 RDO Placement Agent Warrants were exercised, resulting in net proceeds of $273,437. As of December 31, 2025, 89,286 RDO Placement Agent Warrants remained outstanding.

All warrants issued by the Company are classified as equity instruments and were recorded in additional paid-in capital at issuance.

As of December 31, 2025, the Company had 10,900,266 warrants outstanding, with a weighted-average exercise price of approximately $58.46 per share and a weighted-average remaining contractual life of approximately 3.37 years. The outstanding warrants have expiration dates ranging from October 8, 2027, to October 8, 2030, depending on the warrant series.

The outstanding warrants were excluded from diluted earnings per share for the year ended December 31, 2025, as their inclusion would have been anti-dilutive in accordance with ASC 260.

Warrant activity, for the year ended December 31, 2025, was as follows:

		Expiration date		Contractual life (years)		Warrants Outstanding				Warrants Exercised				Warrants Outstanding				Weighted Average Exercise Price				Average Remaining Contractual Life (Years)
GEM Warrants issued on October 23, 2023		10/23/2028		5			1,700,884				-				1,700,884				371.90	⁽¹⁾			2.81
Follow-On Warrants issued on November 21, 2023		11/24/2028		5			8,333,333				(4,218,751	)			4,114,582				0.75				2.90
New Warrants issued on April 6, 2025		11/24/2028		3.7			8,437,502				(7,521,668	)			915,834				0.75				3.90
Series A-1 Warrants issued on July 18, 2025		10/8/2030		5			13,333,334				(11,220,141	)			2,113,193				0.15				4.7755
Series A-2 Warrants issued on July 18, 2025		10/8/2027		2			13,333,334				(12,831,253	)			502,081				0.15				1.77
Placement Agent Warrants issued on July 18, 2025		10/8/2027		5			666,667				(354,167	)			312,500				0.19				1.77
Private Placement Warrants issued on July 22, 2025		9/12/2030		5			14,285,718				(13,133,812	)			1,151,906				0.35				4.70
RDO Placement Agent Warrants issued on July 22, 2025		9/12/2030		5			714,286				(625,000	)			89,286				0.44				4.70
Warrants outstanding on December 31, 2025							60,805,058				(49,904,792	)			10,900,266				58.46				3.37

(1)

The exercise price of the GEM Warrants has not been adjusted as a result of the ongoing litigation. See “Note 15––Commitments and Contingencies––Legal Matters––GEM Yield Bahamas Limited Litigation” herein for more information.

Rights

As previously disclosed, the rights granted in connection with the acquisition of Roost Enterprises, Inc. (“Rhove”) expired unexercised on March 24, 2025, and are no longer outstanding as of December 31, 2025.

Shelf Registration on Form S-3

On November 26, 2024, the Company’s shelf registration statement on Form S-3 (File No. 333-283284) (the “Form S-3”) was declared effective by the SEC. This registration statement permits the Company to offer and sell, from time to time, common stock, preferred stock, warrants, subscription rights, and units in one or more offerings, subject to market conditions and applicable regulatory requirements.

On December 19, 2024, the Company entered into an At the Market (“ATM”) Sales Agreement with A.G.P./Alliance Global Partners (“A.G.P.”) (the “AGP Sales Agreement”), allowing it to offer and sell common stock with an aggregate offering price of up to $14,275,000. The AGP Sales Agreement was terminated effective March 29, 2025. During the year ended December 31, 2025, the Company issued 160,879 shares under this program at a weighted-average price of $1.44 per share, for gross proceeds of approximately $231,235. After deducting sales commissions and offering expenses of $6,937, net proceeds totaled approximately $224,298, which were used to fund working capital and general corporate purposes. There were no issuances under the AGP Sales Agreement during the fiscal year ended December 31, 2024.

Following the termination of the ATM program with A.G.P. and the related A.G.P. Sales Agreement, which termination was effective as of March 29, 2025, the Company entered into an At-The-Market Offering Agreement (the “HCW Sales Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), on April 2, 2025, under which the Company is able to offer and sell shares of its common stock having an aggregate offering price of up to $7,650,000. The ATM program with Wainwright was suspended on July 16, 2025 in connection with the Company’s 2025 Public Offering.

During the quarter ended December 31, 2025, on December 23, 2025, the Company filed a prospectus supplement to its Form S-3 to increase the aggregate offering price of shares of common stock available for issuance under the HCW Sales Agreement to up to $20,000,000. During the year ended December 31, 2025, the Company issued an aggregate of 2,952,983 shares of common stock pursuant to its at-the-market (“ATM”) programs, generating net proceeds of approximately $1,175,994 after deducting commissions and offering-related expenses.