aire_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(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 83,775,039 shares of common stock, par value $0.001, issued and outstanding.

REALPHA TECH CORP.

FORM 10-Q

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 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

Item 4.	Controls and Procedures	36

PART II	OTHER INFORMATION	38

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 3.	Defaults Upon Senior Securities	43

Item 4.	Mine Safety Disclosures	43

Item 5.	Other Information	43

Item 6.	Exhibits	44

	SIGNATURES	45

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

SEC Form 10-Q filed by reAlpha Tech Corp.