aire-20260630

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, 2026

☐ 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 12, 2026, the registrant had 5,884,275 shares of common stock, par value $0.001, issued and outstanding.

REALPHA TECH CORP.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	1

Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheet as of June 30, 2026 (Unaudited) and December 31, 2025	1

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months and Six Months Ended June 30, 2026 and 2025 (Unaudited)	2

	Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders’ Equity (Deficit) for the Three Months and Six Months ended June 30, 2026 and 2025 (Unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (Unaudited)	4

	Notes to Condensed Consolidated Financial Statements (Unaudited)	5

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

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35

Item 4.	Controls and Procedures	35

PART II	OTHER INFORMATION	37

Item 1.	Legal Proceedings	37

Item 1A.	Risk Factors	37

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 3.	Defaults Upon Senior Securities	38

Item 4.	Mine Safety Disclosures	38

Item 5.	Other Information	38

Item 6.	Exhibits	39

	SIGNATURES	40

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

reAlpha Tech Corp. and Subsidiaries

Condensed Consolidated Balance Sheet

June 30, 2026 (unaudited) and December 31, 2025

	June 30, 2026			December 31, 2025
ASSETS

Current Assets
Cash	$	2,230,607		$	7,783,529
Accounts receivable, net		164,959			68,148
Prepaid expenses		299,977			961,411
Other current assets		286,439			362,293
Escrow deposit		500,000			600,000
Total current assets	$	3,481,982		$	9,775,381

Property and Equipment
Property and equipment, net	$	105,970		$	64,626

Other Assets
Investments		56,466			111,646
Intangible assets, net		4,031,464			4,306,553
Goodwill		7,459,125			7,459,125
TOTAL ASSETS	$	15,135,007		$	21,717,331

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY

Current Liabilities
Accounts payable		724,440		$	306,216
Related party payables		5,609			5,654
Short term loans - related parties - current portion		60,746			86,585
Short term loans - unrelated parties - current portion		185,141			209,601
Accrued expenses		248,459			660,577
Deferred liabilities - current portion		1,856,349			1,960,850
Deferred revenue		256,713			396,227
Contingent consideration - current portion		60,184			-
Total current liabilities	$	3,397,641		$	3,625,710

Long-Term Liabilities
Derivative liability		4,760,012			4,574,980
Other long-term loans - unrelated parties - net of current portion		54,872			88,411
Deferred liabilities - net of current portion		-			561,740
Contingent consideration - net of current portion		244,666			344,877
Total liabilities	$	8,457,191		$	9,195,718

Mezzanine Equity
Preferred Stock, $0.001 par value; 5,000,000 shares authorized, of which 1,000,000 shares are designated as Series A Convertible Preferred Stock; 256,125 and 250,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively.		1,096,133			1,020,377

Stockholders’ Equity
Common stock ($0.001 par value; 200,000,000 shares authorized, 5,374,302 shares outstanding as of June 30, 2026; 200,000,000 shares authorized, 5,269,799 shares outstanding as of December 31, 2025)		5,374			5,270
Additional paid-in capital		69,129,985			67,593,364
Accumulated deficit		(63,444,056	)		(55,980,534	)
Accumulated other comprehensive (loss)		(120,599	)		(127,889	)
Total stockholders’ equity of reAlpha Tech Corp.		5,570,704			11,490,211

Non-controlling interests in consolidated entities		10,979			11,025
Total stockholders’ equity		5,581,683			11,501,236

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY	$	15,135,007		$	21,717,331

reAlpha Tech Corp. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Loss

For the Three Months and Six Months Ended June 30, 2026 and 2025 (unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30, 2026			June 30, 2025			June 30, 2026			June 30, 2025

Revenues	$	1,110,343		$	1,252,381		$	1,951,406		$	2,178,016
Cost of revenues		377,396			630,916			666,193			1,037,884
Gross Profit		732,947			621,465			1,285,213			1,140,132

Operating Expenses
Wages, benefits and payroll taxes		2,030,269			1,576,421			4,157,988			2,636,525
Marketing and advertising		178,076			1,483,672			1,440,059			2,002,611
Professional and legal fees		650,294			1,003,732			1,380,923			1,745,891
Depreciation and amortization		170,680			131,045			332,739			310,194
Impairment of capitalized software		-			105,900			-			105,900
Other operating expenses		598,702			409,825			1,149,680			850,400
Total operating expenses		3,628,021			4,710,595			8,461,389			7,651,521

Operating Loss		(2,895,074	)		(4,089,130	)		(7,176,176	)		(6,511,389	)

Other Expense (income)
Changes in fair value of contingent consideration		(21,677	)		(174,000	)		(40,027	)		(81,000	)
Interest expense, net		16,790			242,639			41,465			447,702
Change in fair value of derivative liability		157,532			417,705			185,032			417,705
Other expense, net		1,546			242,260			25,166			372,106
Total other expense		154,191			728,604			211,636			1,156,513

Net Loss from operations before income taxes		(3,049,265	)		(4,817,734	)		(7,387,812	)		(7,667,902	)
Income tax (expense) benefit		-			-			-			-

Net Loss	$	(3,049,265	)	$	(4,817,734	)	$	(7,387,812	)	$	(7,667,902	)

Less: Net (Loss) income Attributable to Non-Controlling Interests		(51	)		2,038			(46	)		1,629

Net Loss Attributable to Controlling Interests	$	(3,049,214	)	$	(4,819,772	)	$	(7,387,766	)	$	(7,669,531	)

Preferred stock dividend		38,633		$	49,365			75,756		$	49,549
Net Loss Attributable to Common Stockholders	$	(3,087,847	)	$	(4,869,137	)	$	(7,463,522	)	$	(7,719,080	)

Other comprehensive income
Foreign currency translation adjustments		2,939			(106,436	)		7,290			(98,511	)
Total other comprehensive (Loss) income		2,939			(106,436	)		7,290			(98,511	)

Comprehensive Loss Attributable to Common Stockholders	$	(3,084,908	)	$	(4,975,573	)	$	(7,456,232	)	$	(7,817,591	)

Basic loss per share
Net Loss per share — basic	$	(0.57	)	$	(2.37	)	$	(1.40	)	$	(3.98	)

Diluted loss per share