reAlpha Seeks Approval for 1:2–1:50 Reverse Split and 20%+ Share Issuances to Avoid Nasdaq Delisting

summarizeSummary

reAlpha Tech's preliminary proxy seeks stockholder approval for a discretionary 1:2–1:50 reverse stock split and share issuances above Nasdaq's 19.99% cap for its Prevu and InstaMortgage acquisitions, citing delisting risk and a possible restructuring if capital raising fails.

check_boxKey Events · Corporate Governance and Compliance · AIRE

• Reverse Split Authorization Sought

  Proposal 3 asks stockholders to authorize a reverse stock split at a ratio between 1:2 and 1:50, with the board having sole discretion on timing and ratio within 12 months of approval. The company already effected a 1-for-25 reverse split on April 30, 2026.

• Immediate Delisting Risk

  Under Nasdaq Listing Rule 5810(c)(3)(A)(iv), because the company effected a reverse split within the prior year, a new bid price deficiency would result in immediate delisting with no 180-day compliance period. The proxy states delisting would materially limit equity capital raising.

• Prevu 20% Issuance Approval

  Proposal 4 seeks approval to issue shares above the 19.99% cap (1,023,984 shares) under the Prevu Merger Agreement. 615,569 shares have already been issued, with $1,250,000 in remaining Prevu Additional Payments potentially payable in shares at prices as low as $0.50.

• InstaMortgage 20% Issuance Approval

  Proposal 5 seeks approval to issue shares above the 19.99% cap (1,176,267 shares) under the InstaMortgage A&R Merger Agreement. 119,903 shares have already been issued, with $5,000,000 in remaining Additional Payments potentially payable in shares.

auto_awesomeAnalysis · AIRE · Real Estate & Construction

reAlpha Tech is asking stockholders to authorize a discretionary reverse stock split of up to 1-for-50 and to approve share issuances exceeding Nasdaq's 19.99% cap for its Prevu and InstaMortgage acquisitions. The company already executed a 1-for-25 reverse split in April 2026, and under Nasdaq rules a new bid price deficiency would trigger immediate delisting with no cure period. With only $2.2M in cash and a going concern warning from its Q2 10-Q, the company states that delisting would materially limit its ability to raise equity capital and could force an in-court or out-of-court restructuring. The proxy also reveals that up to $1.25M in Prevu and $5.0M in InstaMortgage earnout payments may be settled in shares, adding potential dilution at prices as low as $0.50 per share. This is a survival-driven governance package: the reverse split is a last-resort tool to maintain Nasdaq listing, while the 20% issuance approvals preserve the company's ability to pay acquisition earnouts in stock rather than scarce cash.