Under the original December 19, 2024 agreement, the company could sell up to $14,275,000 of common stock through A.G.P. at a floor price of $5.00 per share. Amendment No. 1, dated January 31, 2025, reduced the floor price from $5.00 to $3.90 per share while keeping the $14,275,000 aggregate offering cap in place; the related January 31, 2025 prospectus supplement disclosed Nasdaq's last sale price of $1.52 per share as of January 30, 2025, well below the $3.90 floor. Amendment No. 2, dated February 27, 2025, further reduced the floor price from $3.90 to $0.01 per share and, pursuant to Form S-3 Instruction I.B.6 public-float limits, reduced the aggregate offering price the company was eligible to sell under the program from $14,275,000 to $11,700,000; Nasdaq's last sale price at that time was $1.69 per share (February 26, 2025).
A.G.P./Alliance Global Partners is compensated with a cash commission of 3.0% of the aggregate gross proceeds from any shares sold under the Sales Agreement, plus reimbursement of certain out-of-pocket expenses including legal fees, per the terms disclosed in the January 31, 2025 Form 8-K. The company stated in both the January 31 and February 27, 2025 prospectus supplements that, during the trailing 12 months through each filing date, it had sold no securities under the ATM program pursuant to Form S-3 General Instruction I.B.6, indicating no shares had yet been issued or proceeds raised under this facility as of the February 27, 2025 amendment. No use-of-proceeds disclosure specific to this ATM program, no greenshoe/over-allotment provision (not applicable to an ATM structure), and no concurrent share repurchase were identified in the available filings.
The floor-price reductions triggered anti-dilution adjustments under separate outstanding warrants (the "Follow-On Warrants," issued November 24, 2023 in connection with a prior best-efforts offering with Maxim Group LLC as placement agent). Following Amendment No. 1, the Follow-On Warrants' exercise price was reduced from $5.00 to $3.90 per share and the shares issuable increased to approximately 3,076,924. Following Amendment No. 2, the exercise price was further reduced from $3.90 to $1.44 per share (the warrants' own floor price) and the shares issuable increased to approximately 8,333,336, structured so the aggregate exercise price remained constant. As of February 27, 2025, reAlpha had 46,054,182 shares of common stock outstanding, of which 12,156,461 shares were held by non-affiliates.
Mitchell Silberberg & Knupp LLP delivered legal opinions to reAlpha Tech Corp. (Exhibit 5.1) in connection with both the January 31, 2025 and February 27, 2025 amendments, confirming its role as issuer's counsel; no legal advisor to A.G.P./Alliance Global Partners was identified in the available filings. The transaction remains in announced status; no filing identified confirms that any shares have actually been sold, that the ATM program has been terminated, or that the offering has otherwise closed or settled.