reAlpha Tech Corp. — Board/Management Information 2024

Jul 12, 2024

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported) : July 12, 2024

reAlpha Tech Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-41839	86-3425507
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

6515 Longshore Loop , Suite 100 , Dublin , OH 43017

(Address of principal executive offices and zip code)

( 707 ) 732-5742

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	AIRE	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 12, 2024, reAlpha Tech Corp. (the “Company”) terminated the employment of Michael Frenz as the Company’s Chief Financial Officer (and principal financial and accounting officer), effective immediately. In connection with his termination, the Company expects to enter into a separation agreement with Mr. Frenz, which will include a general release of claims, customary confidentiality and non-disparagement provisions and provide for a severance cash payment in an amount to be determined by the Company.

On the same date, the Company appointed Michael J. Logozzo, the Company’s Chief Operating Officer and President, to serve as its interim Chief Financial Officer (and principal financial and accounting officer), effective immediately, while the Company conducts its search for Mr. Frenz’s permanent successor. There will be no change to Mr. Logozzo’s compensation arrangements with the Company as a result of this appointment.

There are no other arrangements or understandings between Mr. Logozzo and any other person pursuant to which he was appointed to the position of interim Chief Financial Officer of the Company, and Mr. Logozzo is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K. There is no family relationship between Mr. Logozzo and any director, executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 12, 2024
By:	/s/ Giri Devanur
	Giri Devanur
	Chief Executive Officer

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