aire_10qa.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to _______________

Commission File Number: 001-41839

REALPHA TECH CORP.

(Exact name of registrant as specified in its charter)

Delaware		86-3425507
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6515 Longshore Loop, Suite 100

Dublin, OH 43017

(Address of principal executive offices)

(Zip Code)

(707) 732-5742

(Registrant’s telephone number, including area code)

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		AIRE		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period than the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 14, 2025, the registrant has 83,765,039 shares of common stock, par value $0.001, issued and outstanding.

EXPLANATORY NOTE

On August 14, 2025, reAlpha Tech Corp. (the “Company”) filed its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (the “Original Form 10-Q”) with the Securities and Exchange Commission (the “SEC”). This Amendment No. 1 to the Original Form 10-Q (this “Amendment”) is being filed solely for the purpose of correcting certain inadvertent typographical errors in the cover page and “Item 1. Financial Statements” of Part I of the Original Form 10-Q. Specifically, this Amendment corrects (i) the number of shares of the Company’s common stock on the cover page of the Original Form 10-Q as of the latest practicable date from 83,775,039 to 83,765,039, (ii) the amount reflected in the condensed consolidated statements of operations and comprehensive loss line item “Total operating expenses” by changing it from $4,829,411 to $4,710,595, and (iii) the amount reflected in the condensed consolidated statements of operations and comprehensive loss line item “Operating Loss” by changing it from $(4,207,946) to $(4,089,130). The effect of the changes described herein did not impact any other amounts reflected in the condensed consolidated statements of operations and comprehensive loss, nor did it impact the condensed consolidated balance sheet or condensed consolidated statements of changes in stockholders’ equity (deficit).

In addition, pursuant to the rules of the SEC, “Item 6. Exhibits” of Part II of the Original Form 10-Q has been amended to provide currently dated certifications from the Company’s Principal Executive Officer and Principal Financial and Accounting Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, which are included as Exhibits 31.1, 31.2 and 32.1 hereto.

Except for the foregoing information that was specifically corrected herein, this Amendment and the disclosures herein have not been updated to reflect events, results or developments that occurred after the date of the Original Form 10-Q nor does it change any other disclosures contained in the Original Form 10-Q. Accordingly, this Amendment should be read in conjunction with the Original Form 10-Q and our filings made with the SEC subsequent to the filing of the Original Form 10-Q.

REALPHA TECH CORP.

FORM 10-Q/A

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	1

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheet as of June 30, 2025 (Unaudited) and December 31, 2024	1

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)	2

	Condensed Consolidated Statements of Stockholders’ (Deficit) Equity for the Three Months and Six Months Ended June 30, 2025 and 2024 (Unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (Unaudited)	5

	Notes to Condensed Consolidated Financial Statements (Unaudited)	6

Item 6.	Exhibits	24

	SIGNATURES	25

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

reAlpha Tech Corp. and Subsidiaries

Condensed Consolidated Balance Sheet

June 30, 2025 (Unaudited) and December 31, 2024

	June 30, 2025			December 31, 2024
ASSETS
Current Assets
Cash	$	587,311		$	3,123,530
Accounts receivable, net		197,158			182,425
Receivable from related parties		2,259			12,873
Prepaid expenses		3,849,221			180,158
Current assets of discontinued operations		53,476			56,931
Other current assets		372,182			487,181
Total current assets	$	5,061,607		$	4,043,098

Property and Equipment, at cost
Property and equipment, net		51,328			102,638

Other Assets
Investments		212,602			215,000
Other long term assets		848,000			31,250
Intangible assets, net		3,172,083			3,285,406
Goodwill		6,171,918			4,211,166
Capitalized software development - work in progress		—			105,900

TOTAL ASSETS	$	15,517,538		$	11,994,458

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	1,184,106		$	655,765
Related party payables		5,724			9,287
Short term loans - related parties -current portion		258,239			261,986
Short term loans - unrelated parties -current portion		324,656			519,153
Note payable, current-net of discount		3,741,878			—
Accrued expenses		1,057,665			1,164,813
Deferred liabilities, current portion		2,916,219			1,534,433
Total current liabilities	$	9,488,487		$	4,145,437

Long-Term Liabilities
Embedded derivative liability		4,745,634			—
Preferred stock liability		249,458			—
Other long term loans - related parties - net of current portion		22,514			45,052
Other long term loans - unrelated parties - net of current portion		152,925			241,121
Note payable, net of discount		—			4,909,376
Other long term liabilities		1,959,000			1,086,000
Total liabilities	$	16,618,018		$	10,426,986

Stockholders’ Equity (Deficit)
Preferred stock ($0.001 par value; 5,000,000 shares authorized) 1,000,000 shares designated as Series A Convertible Preferred Stock; 264,063 and 0 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		—			—
Common stock ($0.001 par value; 200,000,000 shares authorized, 52,364,654 shares outstanding as of June 30, 2025; 200,000,000 shares authorized, 45,864,503 shares outstanding as of December 31, 2024)		52,363			45,865
Additional paid-in capital		44,174,344			39,770,060
Accumulated deficit		(45,222,909	)		(38,260,913	)
Accumulated other comprehensive income		(113,356	)		5,011
Total stockholders’ (deficit) equity of reAlpha Tech Corp.		(1,109,558	)		1,560,023

Non-controlling interests in consolidated entities		9,078			7,449
Total stockholders’ (deficit) equity		(1,100,480	)		1,567,472

TOTAL LIABILITIES AND STOCKOLDERS’ (DEFICIT) EQUITY	$	15,517,538		$	11,994,458

Table of Contents

reAlpha Tech Corp. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss

For the Three and Six Months Ended June 30, 2025 and 2024 (unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024

Revenues	$	1,252,381		$	62,353		$	2,178,016		$	82,779
Cost of revenues		630,916			18,250			1,037,884			36,499
Gross Profit		621,465			44,103			1,140,132			46,280

Operating Expenses
Wages, benefits and payroll taxes		1,576,421			476,179			2,636,525			895,084
Repairs and maintenance		106			846			960			1,595
Utilities		6,705			979			11,918			2,641
Travel		23,393			64,317			84,384			111,281
Dues and subscriptions		40,007			24,385			92,239			36,743
Marketing and advertising		1,483,672			130,378			2,002,611			207,740
Professional and legal fees		1,003,732			311,792			1,745,891			780,517
Depreciation and amortization		131,045			69,331			310,194			140,784
Impairment of capitalized software		105,900			—			105,900			—
Other operating expenses		339,614			175,291			660,899			312,319
Total operating expenses		4,710,595			1,253,498			7,651,521			2,488,704

Operating Loss		(4,089,130	)		(1,209,395	)		(6,511,389	)		(2,442,424	)

Other Expense (income)
Changes in fair value of contingent consideration		(174,000	)		—			(81,000	)		—
Interest expense, net		292,004			678			497,251			11,123
Change in fair value of preferred stock liability and embedded derivative liability		(339,378	)		—			(339,378	)		—
Other expense, net		242,260			267,368			372,106			442,100
Total other expense		20,886			268,046			448,979			453,223

Net Loss from continuing operations before income taxes		(4,110,016	)		(1,477,441	)		(6,960,368	)		(2,895,647	)
Income tax (expense) benefit		—			—			—			—

Net Loss from continuing operations		(4,110,016	)		(1,477,441	)		(6,960,368	)		(2,895,647	)

Discontinued operations (Rhove)
Loss from operations of discontinued Operations		—			(871	)		—			(1,710	)
Income tax benefit		—			—			—			—
Loss on discontinued operations		—			(871	)		—			(1,710	)

Net Loss	$	(4,110,016	)	$	(1,478,312	)	$	(6,960,368	)	$	(2,897,357	)

Less: Net Loss Attributable to Non-Controlling Interests		2,038			17			1,629			(48	)

Net Loss Attributable to Controlling Interests	$	(4,112,054	)	$	(1,478,329	)	$	(6,961,997	)	$	(2,897,309	)

Other comprehensive income
Foreign currency translation adjustments		(106,436	)		—			(98,511	)		—
Total other comprehensive loss		(106,436	)		—			(98,511	)		—

Comprehensive Loss Attributable to Controlling Interests	$	(4,218,490	)	$	(1,478,329	)	$	(7,060,508	)	$	(2,897,309	)

Basic loss per share
Continuing operations	$	(0.08	)	$	(0.03	)	$	(0.14	)	$	(0.07	)
Discontinued operations	$	—		$	—		$	—		$	—
Net Loss per share — basic	$	(0.08	)	$	(0.03	)	$	(0.14	)	$	(0.07	)

Diluted loss per share
Continuing operations	$	(0.08	)	$	(0.03	)	$	(0.14	)	$	(0.07	)
Discontinued operations	$	—		$	—		$	—		$	—
Net Loss per share — diluted	$	(0.08	)	$	(0.03	)	$	(0.14	)	$	(0.07	)

Weighted-average outstanding shares — basic		51,289,445			44,244,893			48,663,950			44,173,208

Weighted-average outstanding shares — diluted		51,289,445			44,244,893			48,663,950			44,173,208

Table of Contents

reAlpha Tech Corp. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

For the Three and Six Months Ended June 30, 2025, and 2024 (unaudited)

	Common Stock				Series A Convertible Preferred Stock				Additional Paid-in		Accumulated			Accumulated Other Comprehensive		ReAlpha Tech Corp. and Subsidiaries			Non- Controlling			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Loss		Equity			Interests			Equity

Balance at December 31, 2023		44,122,091	$	44,123		—	$	—	$	36,899,497	$	(12,237,885	)	$	—	$	24,705,735		$	3,050		$	24,708,785
Net loss		—		—		—		—		—		(1,418,980	)		—		(1,418,980	)		(65	)		(1,419,045	)
Balance at March 31, 2024		44,122,091	$	44,123		—	$	—	$	36,899,497	$	(13,656,865	)	$	—	$	23,286,755		$	2,985		$	23,289,740
Net loss		—		—		—		—		—		(1,478,329	)		—		(1,478,329	)		17			(1,478,312	)
Common stock issuance to employees & directors		201,135

Amendment: SEC Form 10-Q/A filed by reAlpha Tech Corp.