reAlpha updates risk factors: GYBL lawsuit, permanent Massachusetts securities bar

reAlpha Tech Corp.

Pending appeal of dismissed lawsuit vs GYBL; GYBL countersues for breach and declaratory relief seeking damages.
Company filed motion to dismiss GYBL's lawsuit on June 9, 2025; response deadline June 23, 2025.
Permanent bar from offering or selling securities in Massachusetts per April 2022 Consent Order with state securities division.
Massachusetts selling restriction added to prospectus; company limits ATM offering to 49 states.
Adverse ruling could trigger significant downward adjustment of GEM Warrants exercise price and added expenses.

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