Press Release: reAlpha Tech Corp. Announces 326% Year-over-Year Revenue Growth for Quarter Ended September 30, 2025

Dow Jones
11/12

DUBLIN, Ohio, Nov. 12, 2025 (GLOBE NEWSWIRE) -- reAlpha Tech Corp. (Nasdaq: AIRE) (the "Company" or "reAlpha"), an AI-powered real estate technology company, today announced financial results for the quarter ended September 30, 2025.

Financial Highlights

   -- Revenue increased 326% to $1,445,137 in the third quarter of 2025, 
      compared to $339,227 in the third quarter of 2024. 
 
   -- Cash was approximately $9.3 million as of the end of the third quarter of 
      2025, compared to $7.0 million as of the end of the third quarter of 
      2024. 
 
   -- Gross profit was $749,580 in the third quarter of 2025, compared to 
      $225,866 in the third quarter of 2024. The increase was primarily driven 
      by an increase in mortgage brokerage transactions provided by our 
      subsidiary, reAlpha Mortgage (f/k/a Be My Neighbor), which included loan 
      origination fees, broker commissions, and processing fees, and the 
      revenue from our former subsidiary, GTG Financial, Inc. ("GTG 
      Financial"). Gross profit margin declined from 67% to 52% year-over-year, 
      primarily reflecting a higher contribution from loan brokerage services, 
      which typically carry lower margins as direct broker commissions are 
      recorded within cost of revenue. 
 
   -- Adjusted EBITDA was approximately $(2.2) million in the third quarter of 
      2025, compared to approximately $(1.3) million in the third quarter of 
      2024. 
 
   -- Net loss was approximately $5.8 million in the third quarter of 2025, 
      compared to a net loss of approximately $2.1 million in the third quarter 
      of 2024. 

"We're encouraged by the progress we made this quarter as our strategy continues to take hold," said Piyush Phadke, Chief Financial Officer of reAlpha. "We believe we are well-positioned to continue delivering revenue growth in the coming quarters, driven by a stronger balance sheet and continued investment in AI to reinforce the foundation for sustainable performance and long-term value creation that we have been building."

Business Highlights

   -- reAlpha launched and upgraded its proprietary internal AI-powered Loan 
      Officer Assistant to enhance automation and to assist with scalability 
      across its mortgage operations. The upgraded internal assistant 
      streamlines document review and communication workflows by automating 
      document classification, extraction and validation, giving loan officers 
      more time to focus on what matters most - the homebuyer. By reducing 
      repetitive administrative tasks, the internal assistant allows mortgage 
      professionals to dedicate greater attention to guiding homebuyers through 
      the lending process with care, clarity, and confidence. The upgrade 
      reflects reAlpha's belief that technology should empower, not replace, 
      human connection, helping to deliver a faster, more personalized, and 
      more seamless homebuying experience. 
 
   -- reAlpha strengthened its balance sheet through multiple equity financings 
      and the full repayment of its high-cost secured debt. The Company raised 
      approximately $7.5 million in aggregate gross proceeds from its July 2025 
      equity offerings, approximately $10.0 million in gross proceeds from 
      warrant exercises and approximately $0.9 million in gross proceeds 
      through its ATM program. These capital inflows supported the full 
      repayment of the Company's secured promissory note with Streeterville 
      Capital, a high-interest secured debt originally issued in 2024. The 
      repayment fully extinguished the note and released all related 
      obligations, leaving reAlpha with no outstanding secured debt at the 
      parent level. 
 
   -- In August 2025, the GTG Financial acquisition was rescinded. As a result 
      of the rescission, GTG Financial's results and operations were only 
      recognized through August 21, 2025 and as of such date, GTG Financial was 
      no longer a subsidiary of reAlpha. 
 
   -- During the third quarter of 2025, reAlpha expanded its homebuying 
      platform into Georgia and extended its mortgage footprint into Utah and 
      Nevada. The Georgia launch marks the third state activation for reAlpha's 
      real estate brokerage services through its REALTOR$(R)$ affiliate, 
      supporting reAlpha's national rollout strategy. reAlpha also launched 
      mortgage operations in Utah and Nevada, appointing Jennifer Buserini to 
      lead expansion into the Nevada market. These expansions extended 
      reAlpha's integrated realty and mortgage presence and enhanced the 
      platform's overall accessibility to consumers. 
 
   -- In September 2025, reAlpha expanded the capabilities of Claire, its 
      proprietary AI-powered homebuying concierge, to help buyers navigate the 
      homebuying process with greater clarity and confidence. The enhanced 
      version identifies where users are in their journey and recommends their 
      next best step - whether browsing homes, scheduling a showing, or 
      beginning mortgage prequalification. By linking interactions across real 
      estate and mortgage, Claire reduces friction and improves coordination 
      among reAlpha's services. 
 
   -- reAlpha implemented a unified customer communication framework and a new 
      brand identity across its marketing, website, product, and automated 
      communications channels to ensure brand alignment and clarity across all 
      customer interactions. This initiative establishes a consistent identity 
      throughout the homebuying journey and supports reAlpha's objective to 
      deliver a cohesive, end-to-end platform experience. 
 
   -- On September 22, 2025, reAlpha regained compliance with the minimum 
      market value of listed securities ("MVLS") requirement of Nasdaq Stock 
      Market LLC ("Nasdaq"), as its MVLS closed above the $35 million threshold 
      for ten consecutive business days. 

About reAlpha Tech Corp.

reAlpha Tech Corp. (Nasdaq: AIRE) is an AI-powered real estate technology company that aims to transform the multi-trillion-dollar U.S. real estate services market. reAlpha is developing an end-to-end platform that streamlines real estate transactions through integrated brokerage, mortgage, and title services. With a strategic, acquisition-driven growth model and proprietary AI infrastructure, reAlpha is building a vertically integrated ecosystem designed to deliver a simpler, smarter, and more affordable path to homeownership. For more information, visit www.realpha.com.

Forward-Looking Statements

The information in this press release includes "forward-looking statements." Any statements other than statements of historical fact contained herein, including statements by reAlpha's Chief Financial Officer, Piyush Phadke, the expected future performance of the Company or the anticipated benefits of the integration, such as the acceleration in development of AI-powered products, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "could", "might", "plan", "possible", "project", "strive", "budget", "forecast", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: reAlpha's ability to pay contractual obligations; reAlpha's liquidity, operating performance, cash flow and ability to secure adequate financing; reAlpha's limited operating history and that reAlpha has not yet fully developed its AI-based technologies; whether reAlpha's technology and products will be accepted and adopted by its customers and intended users; reAlpha's ability to commercialize its developing AI-based technologies; reAlpha's ability to integrate the business of its acquired companies into its existing business and the anticipated demand for such acquired companies' services; reAlpha's ability to successfully enter new geographic markets and to scale its operational capabilities to expand into additional geographic markets and nationally; the potential loss of key employees of reAlpha and of its subsidiaries; the outcome of certain outstanding legal proceedings or any legal proceedings that may be instituted against reAlpha; reAlpha's ability to obtain, and maintain, the required licenses to operate in the U.S. states in which it, or its subsidiaries, operate in, or intend to operate in; reAlpha's ability to successfully identify and acquire companies that are complementary to its business model; the inability to maintain and strengthen reAlpha's brand and reputation; reAlpha's ability to reduce the manual loan processing time and manual effort of its employees through the implementation of its AI-powered Loan Officer Assistant across real estate and mortgage operations; reAlpha's ability to improve data accuracy and boost engagement of its brand through its redesigned website across real estate and mortgage operations; reAlpha's ability to enhance its operational efficiency, improve cross-functional coordination and support the reAlpha platform's continued growth through the implementation of new internal processes and initiatives, including upgrades thereto; reAlpha's ability to continue attracting loan officers and maintain its relationship with its REALTOR(R) affiliate to expand its operations nationally; any accidents or incidents involving cybersecurity breaches and incidents; the availability of rebates, which may be limited or restricted by state law; risks specific to AI-based technologies, including potential inaccuracies, bias, or regulatory restrictions; risks related to data privacy, including evolving laws and consumer expectations; the inability to accurately forecast demand for AI-based real estate-focused products; the inability to execute business objectives and growth strategies successfully or sustain reAlpha's growth; the

inability of reAlpha's customers to pay for reAlpha's services; reAlpha's ability to obtain additional financing or access the capital markets on acceptable terms and conditions in the future; reAlpha's ability to maintain compliance with Nasdaq listing rules; reAlpha's ability to regain compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2); changes in applicable laws or regulations, including with respect to the real estate market, AI and AI technologies, and the impact of the regulatory environment and complexities with compliance related to such environment; reAlpha's ability to effectively compete in the real estate and AI industries; the health of the U.S. residential real estate industry and changes in general economic conditions;and other risks and uncertainties indicated in reAlpha's filings with the U.S. Securities and Exchange Commission (the "SEC"). Forward-looking statements are based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Although reAlpha believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. reAlpha's future results, level of activity, performance or achievements may differ materially from those contemplated, expressed or implied by the forward-looking statements, and there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking statements. For more information about the factors that could cause such differences, please refer to reAlpha's filings with the SEC. Readers are cautioned not to put undue reliance on forward-looking statements, and reAlpha does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Media Contact:

Cristol Rippe, Chief Marketing Officer

media@realpha.com

Investor Relations Contact:

Adele Carey, VP of Investor Relations

InvestorRelations@reAlpha.com

 
 
                 reAlpha Tech Corp. and Subsidiaries 
                 Condensed Consolidated Balance Sheet 
         September 30, 2025 (Unaudited) and December 31, 2024 
 
                                      September 30,    December 31, 
                                           2025            2024 
                                     ---------------   ------------ 
ASSETS 
 
Current Assets 
  Cash                                $    9,278,879   $  3,123,530 
  Accounts receivable, net                    42,943        182,425 
  Receivable from related parties                  -         12,873 
  Prepaid expenses                         2,509,042        180,158 
  Current assets of discontinued 
   operations                                      -         56,931 
  Other current assets                       361,558        487,181 
                                         -----------    ----------- 
  Total current assets                    12,192,422      4,043,098 
 
Property and Equipment, at cost 
  Property and equipment, net         $       50,378   $    102,638 
 
Other Assets 
  Investments                                204,923        215,000 
  Other long term assets                           -         31,250 
  Intangible assets, net                   3,071,109      3,285,406 
  Goodwill                                 4,208,261      4,211,166 
  Capitalized software development 
   - work in progress                              -        105,900 
                                         -----------    ----------- 
 
TOTAL ASSETS                          $   19,727,093   $ 11,994,458 
                                         -----------    ----------- 
 
LIABILITIES AND STOCKHOLDERS' 
EQUITY (DEFICIT) 
 
Current Liabilities 
  Accounts payable                    $      200,386   $    655,765 
  Related party payables                       5,622          9,287 
  Short term loans - related 
   parties -current portion                  227,504        261,986 
  Short term loans - unrelated 
   parties -current portion                  260,966        519,153 
  Accrued expenses                         1,246,672      1,164,813 
Deferred liabilities, current 
 portion                                   1,117,807      1,534,433 
                                         -----------    ----------- 
    Total current liabilities         $    3,058,957   $  4,145,437 
 
Long-Term Liabilities 
  Embedded derivative liability            4,479,980              - 
  Preferred stock liability                  377,343              - 
  Other long term loans - related 
   parties - net of current 
   portion                                     6,424         45,052 
  Other long term loans - unrelated 
   parties - net of current 
   portion                                   103,811        241,121 
  Note payable, net of discount                    -      4,909,376 
  Other long term liabilities                801,000      1,086,000 
                                         -----------    ----------- 
    Total liabilities                 $    8,827,515   $ 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; 
  250,000 and 0 shares issued and 
  outstanding as of September 30, 
  2025 and December 31, 2024, 
  respectively                                     -              - 
  Common stock ($0.001 par value; 
   200,000,000 shares authorized, 
   103,050,651 shares outstanding 
   as of September 30, 2025; 
   200,000,000 shares authorized, 
   45,864,503 shares outstanding as 
   of December 31, 2024)                     103,047         45,865 
  Common stock to be issued                  280,000              - 
  Additional paid-in capital              61,610,536     39,770,060 
  Accumulated deficit                    (51,008,326)   (38,260,913) 
  Accumulated other comprehensive 
   (loss) income                             (96,074)         5,011 
                                         -----------    ----------- 
  Total stockholders' equity of 
   reAlpha Tech Corp.                     10,889,183      1,560,023 
 
  Non-controlling interests in 
   consolidated entities                      10,395          7,449 
                                         -----------    ----------- 
  Total stockholders' equity              10,899,578      1,567,472 
                                         -----------    ----------- 
 
TOTAL LIABILITIES AND STOCKHOLDERS' 
 EQUITY                               $   19,727,093   $ 11,994,458 
                                         -----------    ----------- 
 
 
 
                      reAlpha Tech Corp. and Subsidiaries 
               Condensed Consolidated Statements of Operations and 
                               Comprehensive Loss 
                For the Three and Nine Months Ended September 30, 
                            2025 and 2024 (unaudited) 
 
                         For the Three Months 
                                 Ended             For the Nine Months Ended 
                       -------------------------   -------------------------- 
                        September     September     September      September 
                        30, 2025      30, 2024       30, 2025      30, 2024 
                       -----------   -----------   ------------   ----------- 
 
Revenues               $ 1,445,137   $   339,227   $  3,623,153   $   422,006 
Cost of revenues           695,557       113,361      1,733,441       139,687 
                        ----------    ----------    -----------    ---------- 
  Gross Profit             749,580       225,866      1,889,712       282,319 
 
Operating Expense 
  Wages, benefits and 
   payroll taxes         1,655,061       779,561      4,291,586     1,674,647 
  Repairs and 
   maintenance                 344         1,537          1,304         3,132 
  Utilities                  4,963         2,555         16,881         5,197 
  Travel                    27,172        75,424        111,556       186,705 
  Dues and 
   subscriptions            29,732        37,491        121,971        74,234 
  Marketing and 
   advertising           2,481,015       243,362      4,483,626       451,103 
  Professional and 
   legal fees              996,329       441,569      2,742,220     1,222,086 
  Depreciation and 
   amortization            132,001        99,009        393,445       239,792 
  Impairment of 
   capitalized 
   software                      -             -        105,900             - 
  Other operating 
   expense                 371,764       170,548      1,032,663       345,832 
                        ----------    ----------    -----------    ---------- 
    Total operating 
     expense             5,698,381     1,851,056     13,301,152     4,202,728 
                        ----------    ----------    -----------    ---------- 
 
Operating Loss          (4,948,801)   (1,625,190)   (11,411,440)   (3,920,409) 
 
Other Expense 
(income) 
  Changes in fair 
   value of 
   contingent 
   consideration           (67,000)            -       (148,000)            - 
  Interest expense, 
   net                     388,364       119,485        934,365       130,607 
  Change in fair 
   value of preferred 
   stock liability 
   and embedded 
   derivative 
   liability                95,495             -       (243,883)            - 
  Other expense, net       415,664       289,469        787,770       741,249 
                        ----------    ----------    -----------    ---------- 
    Total other 
     expense               832,523       408,954      1,330,252       871,856 
                        ----------    ----------    -----------    ---------- 
 
Net Loss from 
 continuing 
 operations before 
 income taxes           (5,781,324)   (2,034,144)   (12,741,692)   (4,792,265) 
  Income tax 
  (expense) benefit              -             -              -             - 
 
Net Loss from 
 continuing 
 operations             (5,781,324)   (2,034,144)   (12,741,692)   (4,792,265) 
 
Discontinued 
operations (Roost 
and Rhove) 
  Loss from 
   operations of 
   discontinued 
   operations                    -       (64,430)             -      (203,666) 
  Income tax benefit             -             -              -             - 
                        ----------    ----------    -----------    ---------- 
Loss on discontinued 
 operations            $         -   $   (64,430)  $          -   $  (203,666) 
                        ----------    ----------    -----------    ---------- 
 
Net Loss               $(5,781,324)  $(2,098,574)  $(12,741,692)  $(4,995,931) 
 
Less: Net Income 
 (Loss) Attributable 
 to Non-Controlling 
 Interests                   1,317           (26)         2,946           (74) 
                        ----------    ----------    -----------    ---------- 
 
Net Loss Attributable 
 to Controlling 
 Interests             $(5,782,641)  $(2,098,548)  $(12,744,638)  $(4,995,857) 
                        ----------    ----------    -----------    ---------- 
 
Other comprehensive 
income (loss) 
    Foreign currency 
     translation 
     adjustments            17,282       (33,917)       (89,154)      (33,917) 
                        ----------    ----------    -----------    ---------- 
      Total other 
       comprehensive 
       income (loss)        17,282       (33,917)       (89,154)      (33,917) 
 
Comprehensive Loss 
 Attributable to 
 Controlling 
 Interests             $(5,765,359)  $(2,132,465)  $(12,833,793)  $(5,029,774) 
                        ----------    ----------    -----------    ---------- 
 
  Basic loss per 
  share 
  Continuing 
   operations          $     (0.07)  $     (0.05)  $      (0.22)  $     (0.11) 
  Discontinued 
  operations           $         -   $         -   $          -   $         - 
                        ----------    ----------    -----------    ---------- 
  Net Loss per share 
   -- basic            $     (0.07)  $     (0.05)  $      (0.22)  $     (0.11) 
 
  Diluted loss per 
  share 
  Continuing 
   operations          $     (0.07)  $     (0.05)  $      (0.22)  $     (0.11) 
  Discontinued 
  operations           $         -   $         -   $          -   $         - 
                        ----------    ----------    -----------    ---------- 
  Net Loss per share 
   -- diluted          $     (0.07)  $     (0.05)  $      (0.22)  $     (0.11) 
 
  Weighted-average 
   outstanding shares 
   -- basic             81,716,309    44,372,982     58,167,658    44,240,099 
 
  Weighted-average 
   outstanding shares 
   -- diluted           81,716,309    44,372,982     58,167,658    44,240,099 
 
 
 
                  reAlpha Tech Corp. and Subsidiaries 
             Condensed Consolidated Statements of Cash Flows 
            For the Nine Months Ended September 30, 2025, and 
                            2024 (unaudited) 
 
                       For the Nine Months      For the Nine Months 
                              Ended                    Ended 
                      ----------------------   ---------------------- 
                        September 30, 2025       September 30, 2024 
                      ----------------------   ---------------------- 
Cash Flows from 
Operating 
Activities: 
  Net Loss              $        (12,741,692)    $         (4,995,931) 
  Adjustments to 
  reconcile net 
  loss to net cash 
  used in operating 
  activities: 
    Depreciation and 
     amortization                    393,445                  304,222 
    Impairment of 
     capitalized 
     software                        105,900                  145,746 
    Amortization of 
     loan discounts                  545,624                        - 
    Stock-based 
     compensation - 
     employees                       557,999                  207,454 
    Stock-based 
     compensation - 
     services                              -                  108,647 
    Change in fair 
     value of 
     contingent 
     consideration                  (148,000)                       - 
    Loss on 
     extinguishment 
     of debt                         438,834                        - 
    Change in fair 
     value of 
     preferred stock 
     liability and 
     embedded 
     derivative 
     liability                      (243,883)                       - 
    Non-cash 
     commitment fee 
     expenses                        375,000                  375,000 
    Non-cash 
     marketing and 
     advertising                   3,373,866                        - 
    Non-cash 
     compensation 
     expense - GTG 
     Financial                       106,000                        - 
    Non-cash 
     dividend 
     payable on 
     Series A 
     convertible 
     preferred 
     stock                            78,391                        - 
    Gain on 
     rescission of 
     GTG 
     acquisition                     (94,071)                       - 
    Loss/(gain) on 
     sale of 
     property and 
     equipment                        48,748                  (31,392) 
    Loss/(gain) from 
     equity method 
     investment                       10,077                  (20,663) 
  Changes in 
  operating assets 
  and liabilities 
    Accounts 
     receivable                      139,482                  150,736 
    Receivable from 
     related 
     parties                          12,873                        - 
    Payable to 
     related 
     parties                          (3,665)                       - 
    Prepaid expenses                  57,711                  193,260 
    Other current 
     assets                         (286,820)                  (6,843) 
    Accounts payable                (555,707)                 (59,178) 
    Accrued expenses                (781,173)                (177,148) 
    Deferred 
     liabilities                    (236,101)                       - 
    Total 
     adjustments                   3,894,530                1,189,841 
                      ---  -----------------   ---  ----------------- 
  Net cash used in 
   operating 
   activities                     (8,847,162)              (3,806,090) 
 
Cash Flows from 
Investing 
Activities: 
  Additions to 
   property and 
   equipment                         (32,604)                  (8,781) 
  Proceeds from sale 
   of properties                           -                   78,000 
  Net cash acquired 
   in business 
   combination                       349,529                  (20,464) 
  Deconsolidation of 
   GTG cash                         (207,606)                       - 
  Cash used for 
   additions to 
   capitalized 
   software                         (156,892)                (417,024) 
                      ---  -----------------   ---  ----------------- 
  Net cash used in 
   investing 
   activities                        (47,573)                (368,269) 
 
Cash Flows from 
Financing 
Activities: 
  Proceeds from 
   issuance of debt                  155,481                5,000,000 
  Payments of debt                (5,409,086)                (205,134) 
  Proceeds from 
   issuance of 
   common stock                   21,615,811                        - 
  Debt 
   extinguishment 
   expenses                         (368,769)                       - 
  Equity issuance 
   expenses                         (941,742)                       - 
                      ---  -----------------   ---  ----------------- 
  Net cash provided 
   by financing 
   activities                     15,051,695                4,794,866 
 
    Net increase in 
     cash                          6,156,960                  620,507 
 
  Effect of exchange 
   rate changes on 
   cash                               (1,611)                       - 
 
Cash - Beginning of 
 Period                            3,123,530                6,456,370 
                      ---  -----------------   ---  ----------------- 
 
Cash - End of Period    $          9,278,879     $          7,076,877 
                      ---  -----------------   ---  ----------------- 
 
Supplemental 
disclosure of cash 
flow information 
  Cash paid for 
   interest                          457,036                  130,607 
 
Noncash Investing 
and Financing 
Activities: 
  Preferred stock 
   issuance - MMC 
   transaction                     5,000,000                        - 
  Non-cash 
   conversion of 
   debt to equity -- 
   Streeterville 
   Capital, LLC                      720,065                        - 
  Issuance of 
   warrants to 
   placement agents 
   in connection 
   with equity 
   offerings                         299,768                        - 
 

Non-U.S. GAAP Financial Measures

To supplement our financial information presented in accordance with U.S. GAAP, we believe "Adjusted EBITDA," a "non-U.S. GAAP financial measure," as such term is defined under the rules of the SEC, is useful in evaluating our operating performance. We use Adjusted EBITDA to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that this non-U.S. GAAP financial measure may be helpful to investors because it provides consistency and comparability with past financial performance. However, this non-U.S. GAAP financial measure is presented for supplemental informational purposes only, has limitations as an analytical tool, and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. In addition, other companies, including companies in our industry, may calculate a similarly titled non-U.S. GAAP measure differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of this non-U.S. GAAP financial measure as a tool for comparison. A

reconciliation is provided below for our non-U.S. GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP. Investors are encouraged to review the related U.S. GAAP financial measure and the reconciliation of this non-U.S. GAAP financial measure to its most directly comparable U.S. GAAP financial measure, and not to rely on any single financial measure to evaluate our business.

We use Adjusted EBITDA, a non-U.S. GAAP financial measure, to evaluate our operating performance and facilitate comparisons across periods and with peer companies. We reconcile our Adjusted EBITDA to our net income (loss) adjusted to exclude interest expense, depreciation and amortization, changes in fair value of contingent consideration and preferred stock, share-based compensation, and other non-cash, non-operating, or non-recurring items that we believe are not indicative of our core business operations. We believe this measure provides useful insight into our ongoing performance; however, it should not be considered a substitute for, or superior to, net income or other financial information prepared in accordance with U.S. GAAP.

The following table provides a reconciliation of net income to Adjusted EBITDA for the periods presented below:

 
                         For the Three Months      For the Nine Months Ended 
                          Ended September 30,             September 30 
                       -------------------------   -------------------------- 
                           2025          2024          2025           2024 
Net loss               $(5,781,324)  $(2,098,574)  $(12,741,692)  $(4,995,931) 
Adjusted to exclude 
the following 
Depreciation and 
 amortization              132,001       163,439        393,445       304,222 
Amortization of loan 
 discounts and 
 origination fee(1)        303,122        36,250        545,624        36,250 
Non-cash marketing 
 expenses(2)             2,079,874             -      3,373,865             - 
Impairment of 
 intangible assets               -             -        105,900             - 
Changes in fair value 
 of contingent 
 consideration(3)          (67,000)            -       (148,000)            - 
Change in fair value 
 of preferred 
 stock(4)                   95,495             -       (243,883)            - 
Loss on 
 extinguishment of 
 debt(5)                   368,769             -        438,834             - 
GTG deconsolidation 
 gain(6)                   (94,071)            -        (94,071)            - 
Gain (loss) on equity 
 method investments          7,679       108,382         10,077       (20,663) 
Interest expense            85,242       119,881        388,741       131,723 
GEM commitment fee(7)      125,000       125,000        375,000       375,000 
Share based 
 compensation(8)           286,656       113,037        557,999       207,454 
Equity offering 
 costs(9)                  250,000             -        480,774             - 
Acquisition-related 
 expenses                        -       178,678         87,352       363,426 
                        ----------    ----------    -----------    ---------- 
Adjusted EBITDA        $(2,208,557)  $(1,253,907)  $ (6,467,579)  $(3,598,519) 
                        ----------    ----------    -----------    ---------- 
 
 
(1)    Represents amortization of all debt issuance costs 
        and original issue discount due to the repayment of 
        the secured promissory note issued to Streeterville 
        Capital, LLC ("Streeterville"), including the prepayment 
        penalty. 
 
(2)    Represents the non-cash marketing expenses such as 
        the utilization of credits from Mercurius Media Capital 
        LP ("MMC"). 
 
(3)    Represents remeasurement gains or losses related to 
        the contingent consideration of reAlpha Mortgage. 
 
(4)    Represents non-cash remeasurement gains or losses 
        related to the shares of Series A Preferred Stock 
        issued in the MMC transaction. 
 
(5)    Represents a loss recognized upon the extinguishment 
        of the debt related to the secured promissory note 
        issued to Streeterville. 
 
(6)    Represents a gain recognized upon the rescission of 
        the GTG Financial, Inc. acquisition. 
 
(7)    Represents the commitment fee of $1,000,000 incurred 
        in connection with the equity facility from GEM Yield 
        Bahamas Limited and GEM Global Yield LLC SCS, which 
        has been amortized over a period of 24 months, beginning 
        on October 23, 2023. 
 
(8)    Represents non-cash expenses related to shares of 
        common stock issued to certain employees and restricted 
        stock units granted to our executive officers and 
        certain employees. 
 
(9)    Represents legal and professional fees incurred in 
        connection with the issuance of shares of common stock 
        and warrants through the best efforts public offering 
        completed on July 18, 2025, the registered direct 
        offering and concurrent private placement completed 
        on July 22, 2025, and the at-the-market program with 
        Wainwright. 
 

(END) Dow Jones Newswires

November 12, 2025 07:40 ET (12:40 GMT)

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