reAlpha Tech Corp.

Previous wording

Before shifting our focus towards the development of our homebuying services and technology services, our operational model was asset-heavy and built on utilizing our proprietary AI-powered technology tools for the acquisition of real estate, converting them into short-term rentals, and enabling individual investors to acquire fractional interests in these real estate properties, allowing such investors to receive distributions based on the properties’ performance as a short-term rental. In the first quarter of 2024, we decided to halt these operations due to macroeconomic conditions, such as higher interest rates, inflation, and elevated property prices, which conditions persisted throughout the fiscal year 2024. This led us to sell our last real property asset for such operations, and to recognize the impairment of goodwill and intangible assets under the rental business segment. As a result, in the first quarter of 2025, our board of directors approved the discontinuation of our short-term rental business operations entirely and this discontinuation meets the criteria for being reported as discontinued operations. We currently have two reportable segments: our homebuying services segment and our technology services segment.

Current wording

Before shifting our focus towards the development of our homebuying services and technology services, our operational model was asset-heavy and built on utilizing our proprietary AI-powered technology tools for the acquisition of real estate, converting them into short-term rentals, and enabling individual investors to acquire fractional interests in these real estate properties, allowing such investors to receive distributions based on the properties’ performance as a short-term rental. In the first quarter of 2024, we decided to halt these operations due to macroeconomic conditions, such as higher interest rates, inflation, and elevated property prices, which conditions persisted throughout the fiscal year 2024. This led us to sell our last real property asset for such operations, and to recognize the impairment of goodwill and intangible assets under the rental business segment. As a result, in the first quarter of 2025, our Board approved the discontinuation of our short-term rental business operations entirely and this discontinuation meets the criteria for being reported as discontinued operations. We currently have two reportable segments: our homebuying services segment and our technology services segment.

Previous wording

Our technology services segment includes: (i) software development services provided by reAlpha Nepal to third parties, which is also provided to us via an intercompany services agreement between us and reAlpha Nepal and (ii) the AI-powered conversational platform provided to customers by AiChat. We expect that our technology services segment will benefit from the current growth of the AI industry, and we believe that we are well-positioned to take advantage of these current trends due to our early adoption of AI for the development of our technologies.

Current wording

Our technology services segment includes: (i) software development services provided to third-party customers by reAlpha Tech Corp.; (ii) software development and other technology support services provided by reAlpha Nepal to us under an intercompany services agreement; and (iii) the AI-powered conversational platform provided to customers by AiChat. We expect that our technology services segment will benefit from the current growth of the AI industry, and we believe that we are well-positioned to take advantage of these current trends due to our early adoption of AI for the development of our technologies.

Previous wording

reAlpha Nepal provides services related to the development of technology, AI and applications, as well as other technology support to the reAlpha platform and to third parties. For example, reAlpha Nepal developed the Company’s AI-powered tools such as the proprietary, customer-facing “Claire” and our internal AI-powered “Loan Officer Assistant” and “Engagement Agent.” reAlpha Nepal also provides monthly technology support services to third parties.

Current wording

reAlpha Nepal provides services related to the development of technology, AI and applications, as well as other technology support to the reAlpha platform and to third parties. For example, reAlpha Nepal developed the Company’s AI-powered tools such as the proprietary, customer-facing “Claire” and our internal AI-powered “Loan Officer Assistant” and “Engagement Agent.”

Previous wording

Pursuant to the terms and conditions of the Merger Agreement, we agreed to pay the Stockholders an aggregate amount of $8,500,000, subject to certain closing adjustments, consisting of: (i) $500,000 in cash to be paid on the closing date of the Proposed Merger, less any applicable withholding tax payable by the Stockholders in accordance with the terms of the Merger Agreement; (ii) $1,500,000 in shares of our common stock to be issued on the closing date of the Proposed Merger and valued based on the volume-weighted average price (“VWAP”) of our common stock as reported on Nasdaq for the ten (10) consecutive trading day period ending on and including the trading day that is one (1) trading day prior to the date of the Merger Agreement; and (iii) $6,500,000 payable in bi-annual payments over three (3) years following the closing date of the Proposed Merger, either in cash or shares of common stock (the “Additional Payment Purchaser Stock”), at our sole discretion, with such Additional Payment Purchaser Stock, if any, valued based on the VWAP of our common stock as reported on Nasdaq or such other trading market, as applicable, for the ten (10) consecutive trading days ending on the date immediately prior to the date on which such issuance is to be made.

Current wording

Pursuant to the terms and conditions of the Merger Agreement, we agreed to pay the Stockholders an aggregate amount of $8,500,000, subject to certain closing adjustments, consisting of: (i) $500,000 in cash to be paid on the closing date of the Proposed Merger, less any applicable withholding tax payable by the Stockholders in accordance with the terms of the Merger Agreement; (ii) $1,500,000 in shares of our common stock to be issued on the closing date of the Proposed Merger and valued based on the volume-weighted average price (“VWAP”) of our common stock as reported on Nasdaq for the ten (10) consecutive trading day period ending on and including the trading day that is one (1) trading day prior to the date of the Merger Agreement; and (iii) $6,500,000 payable in bi-annual payments over three (3) years following the closing date of the Proposed Merger, either in cash or shares of common stock (the “Additional Payment Purchaser Stock”), at our sole discretion, with such Additional Payment Purchaser Stock, if any, valued based on the VWAP of our common stock as reported on Nasdaq, for the ten (10) consecutive trading days ending on the date immediately prior to the date on which such issuance is to be made.

Previous wording

Under the terms of the Merger Agreement, the completion of the Proposed Merger is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, the receipt of the Regulatory Approvals (as defined in the Merger Agreement), in each case subject to certain limitations further described in the Merger Agreement.

Current wording

Under the terms of the Merger Agreement, the completion of the Proposed Merger is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, the receipt of the Regulatory Approvals (as defined in the Merger Agreement), in each case subject to certain limitations further described in the Merger Agreement. The Proposed Merger is targeted to close by the end of August 2026, subject to Regulatory Approvals and other customary closing conditions

Previous wording

U.S. inflation remained above the Federal Reserve’s stated 2% target during the first quarter of 2026, which rose 3.3% year-over-year in March 2026, up from 2.7% in December 2025. In response to continued inflationary pressures, the Federal Reserve lowered the target federal funds rate by 25 basis points to a range of 3.5% to 3.75% at its December 2025 meeting. Following the three consecutive federal funds rate cuts during the fourth quarter of 2025, the Federal Reserve held rates steady at both its January and March 2026 meetings, signaling a sustained cautious approach as inflation and housing activity moderate, which was further impacted by heightened geopolitical uncertainty due to the conflicts in the Middle East.

Current wording

U.S. inflation remained above the Federal Reserve’s stated 2% target during the second quarter of 2026, increasing 3.5% over the year ended in June 2026, down from 4.2% over the year ended May 2026. In response to continued inflationary pressures, the Federal Reserve held the target federal funds rate steady at a range of 3.5% to 3.75% at both its April and June 2026 meetings. The Federal Reserve also noted that uncertainty around the economic outlook remained elevated, partly due to geopolitical developments in the Middle East.

Previous wording

Total transaction volume is a key measure of the scale of our homebuying services offerings. We define total transaction volume as the aggregate dollar volume of transactions generated across our real estate brokerage, mortgage, and title services during the applicable trailing twelve-month period. This includes (i) the closing sale prices of residential properties transacted through our realty services, (ii) the principal loan amounts closed through our mortgage brokerage operations, and (iii) the underlying property transaction value associated with title services provided during the period.

Current wording

Total transaction volume is a key measure of the operational scale of our homebuying services offerings, and a key indicator of the reAlpha platform’s capacity and scalability that supports our revenue and drives expansion across our homebuying services segment. We define total transaction volume as the aggregate dollar volume of transactions generated across our real estate brokerage, mortgage, and title services during the applicable trailing twelve-month period. This includes (i) the closing sale prices of residential properties transacted through our realty services, (ii) the principal loan amounts closed through our mortgage brokerage operations, and (iii) the underlying property transaction value associated with title services provided during the period. We present total transaction volume on a trailing twelve-month basis to provide a view of transaction activity that smooths seasonal fluctuations and reflects the overall economic throughput of our platform. Total transaction volume is influenced by transaction activity across our business, home prices in the markets we serve, mortgage origination activity, service adoption rates, seasonality, and macroeconomic conditions, including interest rate levels and housing affordability. Management believes total transaction volume is useful in understanding period-over-period changes in transaction activity, evaluating the effectiveness of our agent network and marketing initiatives and assessing the overall health and growth trajectory of our business.

Previous wording

For realty transactions, we include the full closing sale price for each transaction, regardless of whether our brokerage represented the buyer, the seller, or both sides of the transaction, in accordance with applicable laws and disclosure requirements. This metric excludes rental transactions that may be offered by Prevu to customers from time to time, which are not material to our operations.

Current wording

For realty transactions, we include the full closing sale price for each transaction, regardless of whether our brokerage represented the buyer, the seller, or both sides of the transaction, in accordance with applicable laws and disclosure requirements. Since customers may utilize more than one of our services in connection with a single underlying property transaction, the same property transaction value may be included in more than one component of total transaction volume. As a result, total transaction volume may exceed the dollar value of unique underlying residential property transactions completed during the period. This metric also excludes rental transactions that may be offered by Prevu to customers from time to time, which are not material to our operations.

Previous wording

As of March 31, 2026, our total transaction volume, measured on a trailing twelve-month basis, increased to approximately $131.4 million, or approximately a 119% increase, compared to March 31, 2025, which increase was primarily driven by the expansion, scaling and full integration of reAlpha Mortgage’s mortgage brokerage operations into our business, as well as the expansion of our real estate brokerage footprint and integrated realty-and-mortgage service coverage following the acquisition of Prevu.

Current wording

As of June 30, 2026, our total transaction volume, measured on a trailing twelve-month basis, increased to approximately $150.4 million, or approximately a 70% increase, compared to June 30, 2025, which increase was primarily driven by the expansion, scaling and full integration of reAlpha Mortgage’s mortgage brokerage operations into our business, as well as the expansion of our real estate brokerage footprint and integrated realty-and-mortgage service coverage following the acquisition of Prevu. The increase in total transaction volume did not result in a proportionate increase in revenue, primarily due to the mix of services contributing to transaction volume, including the impact of Prevu following its acquisition in November 2025.

Previous wording

Cash and cash equivalents are influenced by operating performance, timing of transaction activity, capital raising activities, debt service requirements, and investments in technology, research and development, and acquisitions. In the three months ended March 31, 2026, our cash and cash equivalents decreased to approximately $4.7 million , or approximately a 40% decrease compared to the three months ended March 31, 2025, which was primarily driven by increased operating expenses and costs associated with the acquisition and integration of Prevu. See “Liquidity and Capital Resources” for more information.

Current wording

Cash and cash equivalents are influenced by operating performance, timing of transaction activity, capital raising activities, debt service requirements, and investments in technology, research and development, and acquisitions. As of June 30, 2026, cash and cash equivalents were $2,230,607, higher than the balance as of June 30, 2025 but lower than the $7,783,529 as of December 31, 2025, reflecting significant operating cash burn during the current period.

Previous wording

Management evaluates gross profit margin as an indicator of operating efficiency and unit economics across our services. Gross profit margin is influenced by service mix, transaction volume, pricing dynamics, compensation and commission structures, and costs associated with operating and supporting our platform, including technology and service delivery expenses.

Current wording

Management evaluates gross profit margin as an indicator of operating efficiency and unit economics across our services. Gross profit margin is influenced by service mix, total transaction volume, pricing dynamics, compensation and commission structures, and costs associated with operating and supporting our platform, including technology and service delivery expenses.

Previous wording

In the three months ended March 31, 2026, our gross profit margin increased to approximately 66%, or an increase of approximately 10%, compared to the three months ended March 31, 2025. This increase in gross profit margin was mainly a result of lower cost of revenues, which was primarily due to the rescission of the GTG Financial and the absence of the cost of operations from GTG Financial, which had historically incurred higher cost of revenues than our other operating subsidiaries, and the increase in subscription-related revenue from AiChat’s platform, which also carries higher gross profit margins than our real estate and mortgage operations, resulting in an overall higher profit gross margin for the current period.

Current wording

In the six months ended June 30, 2026, our gross profit margin increased to approximately 66% from 52% in the six months ended June 30, 2025. This increase in gross profit margin was mainly a result of lower cost of revenues, which was primarily due to the rescission of the GTG Financial and the absence of the cost of operations from GTG Financial, which had historically incurred higher cost of revenues than our other operating subsidiaries, and the increase in subscription-related revenue from AiChat’s platform, which also carries higher gross profit margins than our real estate and mortgage operations, resulting in an overall higher profit gross margin for the current period.

Previous wording

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.

Current wording

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. For more information about how we use this non-GAAP financial measure in our business, the limitations of this measure, and reconciliation of this measure to the most directly comparable GAAP financial measure, see the section titled “Non-GAAP Financial Measures” below.

Previous wording

Revenue. Revenue was $841,062 for the three months ended March 31, 2026, compared to $925,635 for the three months ended March 31, 2025, a decrease of approximately 9%. Revenue for the three months ended March 31, 2026, consisted of $577,473 from our homebuying services segment and $263,589 from our technology services segment, compared to $752,070 from our homebuying services segment and $173,565 from our technology services segment for the three months ended March 31, 2025. The decrease in homebuying services segment was primarily due to the absence of the revenue previously generated by GTG Financial that was not present during the three months ended March 31, 2026, which was partially offset by the addition of revenue generated from real estate brokerage transactions by Prevu’s operations of $173,692 compared to the three months ended March 31, 2025. While we recently changed our commission rebate structure, we have not experienced a material change in the revenue generated in our homebuying services segment under this new commission rebate structure, but we are continuing to evaluate the impact of this change on revenue, total transaction volume and customer adoption. Further, the increase in our technology services segment positively contributed to our revenue during the three months ended March 31, 2026, which increase was primarily driven by an increase in number of subscriptions of AiChat’s platform, that generated $218,589 in revenue compared to $109,552 in the three months ended March 31, 2025.

Current wording

The decrease in revenue from our homebuying services segment was primarily attributable to the absence of revenue from GTG Financial in the current period following the rescission of the GTG Financial acquisition in August 2025. GTG Financial contributed $568,206 of revenue during the three months ended June 30, 2025. This decrease was partially offset by an increase in revenue generated from real estate brokerage transactions through Prevu’s operations, which contributed $369,572 during the three months ended June 30, 2026, compared to no such revenue during the three months ended June 30, 2025. Although we recently modified our commission rebate structure, we have not experienced a material change in revenue generated by our homebuying services segment under the new structure. We continue to evaluate the impact of this change on revenue, total transaction volume, and customer adoption.

Previous wording

Cost of revenue. Cost of revenue was $288,797 for the three months ended March 31, 2026, compared to $406,968 for the three months ended March 31, 2025, a decrease of approximately 29%. The decrease was primarily attributable to the absence of direct costs associated with the operations of GTG Financial, which had historically incurred higher cost of revenue than our other homebuying services operating subsidiaries. Cost of revenue for the current period reflects direct expenses associated with delivering our mortgage brokerage, real estate brokerage, and technology services, including compensation-related costs for personnel supporting loan origination and customer interactions.

Current wording

Cost of revenue. Cost of revenue was $377,396 for the three months ended June 30, 2026, compared to $630,916 for the three months ended June 30, 2025, a decrease of approximately 40%. The decrease was primarily attributable to the absence of direct costs associated with the operations of GTG Financial, which had historically incurred higher cost of revenue than our other homebuying services operating subsidiaries. Cost of revenue for the current period reflects direct expenses associated with delivering our mortgage brokerage, real estate brokerage, and technology services, including compensation-related costs for personnel supporting loan origination and customer interactions.

Previous wording

Operating expenses. Operating expenses were $4,832,923 for the three months ended March 31, 2026, compared to $2,940,925 for the three months ended March 31, 2025, an increase of approximately 64%. The increase in operating expenses was primarily driven by higher wages due to our increased headcount following our recent acquisitions and an increase in marketing and advertising expenses. Marketing and advertising expenses increased to $1,261,980. for the three months ended March 31, 2026, from $518,939 for the three months ended March 31, 2025. Of the current period amount, approximately $593,000 was non-cash expense recognized in connection with the utilization of pre-paid marketing credits , while our cash marketing and advertising expenses were approximately $668,000 for the three months ended March 31, 2026.

Current wording

Operating expenses. Operating expenses were $8,461,389 for the six months ended June 30, 2026, compared to $7,651,521 for the six months ended June 30, 2025, an increase of approximately 11%. The increase in operating expenses was primarily driven by higher wages due to our increased headcount following our recent acquisition, which was partially offset by a decrease in marketing and advertising expenses and a reduction in professional and legal fees. Wages, benefits and payroll taxes increased to $4,157,988 for the six months ended June 30, 2026, from $2,636,525 for the six months ended June 30, 2025. Marketing and advertising expenses decreased to $1,440,059 for the six months ended June 30, 2026, from $2,002,611 for the six months ended June 30, 2025. The decrease in marketing and advertising expenses was primarily attributable to lower non-cash marketing expense recognized under the MMC media-for-equity transaction (see “Note 10 - Mezzanine Equity and Preferred Stock Embedded Derivative Liability” for more information), as the Company fully utilized a significant portion of its marketing credits in prior periods. Of the current period amount, approximately $593,429 was non-cash expense recognized in connection with the utilization of pre-paid marketing credits, while our cash marketing and advertising expenses were approximately $846,630 for the six months ended June 30, 2026. Professional and legal fees decreased to $1,380,923 for the six months ended June 30, 2026, from $1,745,891 for the six months ended June 30, 2025. The prior-year period included higher legal and professional fees associated with financing and capital-raising activities that did not occur during the current period. During the six months ended June 30, 2026, the Company also implemented a restructuring plan, including a reduction in force, to improve operating efficiency and better align its cost structure with its strategic objectives. While the related restructuring costs were not material to the current-period operating expense variance, management expects these initiatives to support a more efficient operating cost structure over time.

Previous wording

Other expense. Other expense was $57,837 for the three months ended March 31, 2026, compared to $427,909 for the three months ended March 31, 2025. The decrease in other expense was primarily attributable to a reduction in the fair value of contingent consideration during the current period, as compared to an increase in the prior-year period. In addition, the prior-year period included interest expense and other financing-related costs, including amortization of commitment fees, which were not incurred during the three months ended March 31, 2026.

Current wording

Other expenses. Other expense was $211,636 for the six months ended June 30, 2026, compared to $1,156,513 for the six months ended June 30, 2025. The decrease in other expense was primarily attributable to lower interest expense, which decreased to $41,465 for the six months ended June 30, 2026, from $447,702 for the six months ended June 30, 2025, following the repayment of debt outstanding during the prior-year period, as well as lower other financing-related costs, including the absence of amortization of commitment fees incurred in the prior-year period. These decreases were partially offset by a smaller gain recognized from the change in the fair value of contingent consideration, which was $40,027 for the six months ended June 30, 2026, compared to $81,000 for the six months ended June 30, 2025 (see “Note 12 – Commitments and Contingencies – Contingent Consideration” for more information).

Previous wording

We had cash and cash equivalents of approximately $4.7 million as of March 31, 2026, and approximately $7.8 million as of December 31, 2025. Based on our estimates, we believe we do not have sufficient working capital to meet our financial needs for the 12-month period following the date that the unaudited condensed consolidated financial statements included in this report are issued. Further, based on our current operating plans, we estimate that our cash and cash equivalents as of March 31, 2026, will be sufficient to fund our operating expenses and capital expenditure requirements for a period of approximately five months as of the filing date of this report . These conditions, including recurring operating losses, negative operating cash flows, limited cash resources relative to projected cash requirements, and dependence on external financing, raise substantial doubt about our ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements included in this report are issued (see “Note 3 – Going Concern” for more information).

Current wording

We had cash and cash equivalents of $2.2 million as of June 30, 2026, and $7.8 million as of December 31, 2025. Based on our estimates, we believe we do not have sufficient working capital to meet our financial needs for the 12-month period following the date that the unaudited condensed consolidated financial statements included in this report are issued. Further, based on our current operating plans, we estimate that our cash and cash equivalents as of June 30, 2026, will be sufficient to fund our operating expenses and capital expenditure requirements for a period of three months as of the filing date of this report. These conditions, including recurring operating losses, negative operating cash flows, limited cash resources relative to projected cash requirements, and dependence on external financing, raise substantial doubt about our ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements included in this report are issued (see “Note 3 - Going Concern” for more information).

Previous wording

Accordingly, to the extent that collections from our operations cannot fund our operations beyond such period, we intend to utilize equity or debt offerings to raise additional funds, although volatility in the capital markets may negatively affect our ability to do so on terms acceptable to us, or at all. As part of these efforts, we utilized our At the Market (“ATM”) program with H.C. Wainwright & Co., LLC to raise working capital, and during the three months ended March 31, 2026, we raised approximately $126,150 in net proceeds through such ATM program (see “Note 11 – Stockholders’ Equity” for more information).

Current wording

Accordingly, to the extent that collections from our operations cannot fund our operations beyond such period, we intend to utilize equity or debt offerings to raise additional funds, although volatility in the capital markets may negatively affect our ability to do so on terms acceptable to us, or at all. As part of these efforts, we previously raised capital through equity offerings and utilized our At the Market (“ATM”) program with H.C. Wainwright & Co., LLC (“Wainwright”) to raise working capital, and during the three months ended March 31, 2026, we raised approximately $126,150 in net proceeds through such ATM program (see “Note 11 - Stockholders’ Equity” for more information). However, the amount and timing of future proceeds we may receive from the sale of shares of common stock pursuant to the ATM program with Wainwright, if any, will depend on a number of factors, including that we are eligible to use a Registration Statement on Form S-3 to sell shares thereunder, the number of shares we may elect to sell, the timing of such sales and the future market price of our shares of common stock. As of the date of this report, we are unable to sell shares pursuant to the ATM program with Wainwright due to restrictions on the use of our Form S-3, which may have a material adverse impact on our liquidity and ability to raise capital efficiently when needed.

Previous wording

We may also receive proceeds from the cash exercises of warrants outstanding as of March 31, 2026. As of such date, our outstanding warrants are exercisable into an aggregate of 10,900,266 shares of common stock. If all such warrants were exercised for cash, we can potentially receive aggregate gross proceeds of approximately $4,646,396. The amount of cash proceeds that we may ultimately receive is dependent upon the trading price of our common stock and other market conditions, and there can be no assurance that such warrants will be exercised.

Current wording

We may also receive proceeds from the cash exercises of warrants outstanding as of June 30, 2026. As of such date, our outstanding warrants are exercisable into an aggregate of 436,022 shares of common stock. If all such warrants other than the GEM Warrants were exercised for cash, we can potentially receive aggregate gross proceeds of $4.7 million. The amount of cash proceeds that we may ultimately receive is dependent upon the trading price of our common stock and other market conditions, and there can be no assurance that such warrants will be exercised.

Previous wording

In connection with the acquisition of Prevu, we are obligated to pay deferred consideration totaling $2.5 million pursuant to the terms of the Prevu Merger Agreement. The deferred consideration is payable in four equal installments of $625,000 over an 18-month period following the closing date, payable in cash or shares of our common stock, at our sole discretion. On March 16, 2026, we satisfied $617,496 of our deferred consideration obligation through the issuance of shares of common stock. As of March 31, 2026, three additional installments, totaling $1,217,466, are scheduled to be paid within the next 12 months and are included in current liabilities, with the remaining $577,836 classified as a long-term liability (see “Note 9 - Deferred Liabilities” for additional information. To the extent we elect to satisfy future payments in cash, such payments will reduce our available liquidity. To the extent we elect to satisfy future payments through the issuance of shares of common stock, existing stockholders will experience dilution.

Current wording

In connection with the acquisition of Prevu, we are obligated to pay deferred consideration totaling $2.5 million pursuant to the terms of the Prevu Merger Agreement. The deferred consideration is payable in four equal installments of $625,000 over an 18-month period following the closing date, payable in cash or shares of our common stock, at our sole discretion. On March 16, 2026, we satisfied $617,495 of our deferred consideration obligation through the issuance of shares of common stock. As of June 30, 2026, the remaining deferred consideration of approximately $1,831,349 was classified as a current liability, as all remaining installments are due within the next 12 months (see “Note 9 – Deferred Liabilities” for more information). Subsequent to June 30, 2026, we satisfied an additional deferred consideration installment through the issuance of shares of common stock (see “Note 15 – Subsequent Events” for more information). To the extent we elect to satisfy future payments in cash, such payments will reduce our available liquidity. To the extent we elect to satisfy future payments through the issuance of shares of common stock, existing stockholders will experience dilution.

Previous wording

On December 19, 2025, we entered into the Merger Agreement to acquire 100% of the outstanding equity of InstaMortgage for total consideration of approximately $8.5 million, payable in a combination of cash and shares of our common stock, including deferred consideration. The transaction is expected to close in the second quarter of 2026, subject to regulatory approvals and other customary closing conditions. In connection with this proposed acquisition, we will be required to pay cash consideration of approximately $0.5 million and issue approximately $1.5 million in shares of our common stock if and when the acquisition is consummated. As of March 31, 2026, the $0.5 million cash consideration is being held in escrow. (see “Recent Developments – Proposed Merger with InstaMortgage Inc.” for additional information).

Current wording

On December 19, 2025, we entered into the Merger Agreement to acquire 100% of the outstanding equity of InstaMortgage for total consideration of approximately $8.5 million, payable in a combination of cash and shares of our common stock, including deferred consideration. The transaction is targeted to close by the end of August 2026, subject to regulatory approvals and other customary closing conditions. In connection with this proposed acquisition, we will be required to pay cash consideration of approximately $0.5 million and issue approximately $1.5 million in shares of our common stock if and when the acquisition is consummated. As of June 30, 2026, the $0.5 million cash consideration is being held in escrow. (see “Recent Developments - Proposed Merger with InstaMortgage Inc.” for more information).

Previous wording

For the three months ended March 31, 2026, net cash used in operating activities was $3,123,752, compared to $2,267,103 for the three months ended March 31, 2025, an increase of $856,649. The increase was primarily driven by higher operating expenses, which mainly relate to, among others, the integration costs of the Prevu acquisition, including increased wages and benefits, higher marketing and advertising expenses, and stock-based compensation due to additional RSU and common stock grants to employees and directors.

Current wording

For the six months ended June 30, 2026, net cash used in operating activities was $5,478,111, compared to $4,602,029 for the six months ended June 30, 2025, an increase of $876,082. The increase in net cash used in operating activities was primarily attributable to higher personnel-related costs, including increased wages and benefits and stock-based compensation associated with additional RSU and common stock grants to employees and directors, as well as changes in working capital during the current period. These increases were partially offset by lower non-cash marketing expense following the utilization of the remaining MMC marketing credits in prior periods.

Previous wording

For the three months ended March 31, 2026, net cash used in investing activities was $63,810, compared to net cash provided by investing activities of $244,554 for the three months ended March 31, 2025, a change of $308,364. The change was primarily attributable to reduced investing cash inflows as no acquisitions took place during the three months ended March 31, 2026.

Current wording

For the six months ended June 30, 2026, net cash used in investing activities was $116,862, compared to net cash provided by investing activities of $191,132 for the six months ended June 30, 2025, a change of $307,994. The change was primarily attributable to the absence of cash acquired as part of business combinations during the six months ended June 30, 2026. During the prior-year period, the Company acquired cash and cash equivalents through business acquisitions, which increased net cash provided by investing activities for such period.

Previous wording

For the three months ended March 31, 2026, net cash provided by financing activities was $72,067, compared to $103,005 for the three months ended March 31, 2025, a decrease of $30,938. Net cash provided by financing activities during the three months ended March 31, 2026 was lower than in the prior-year period primarily because we raised less capital through our ATM program compared to the three months ended March 31, 2025. Further, the first payment of $625,000 of deferred consideration related to the Prevu acquisition was satisfied through the issuance of shares of common stock, and because this represented a non-cash financing activity, it did not affect cash flows from financing activities.

Current wording

For the six months ended June 30, 2026, net cash provided by financing activities was $42,312, compared to $1,874,264 for the six months ended June 30, 2025, a decrease of $1,831,952. Net cash provided by financing activities during the six months ended June 30, 2026, was lower than in the prior-year period primarily because we raised significantly less capital through equity issuances, including through our ATM program, during the current period. In addition, $617,495 of the first deferred consideration payment related to the Prevu acquisition was satisfied through the issuance of common stock during the period. The remaining portion of the installment was not issued as of June 30, 2026 due to pending documentation required to complete the issuance. The $617,495 settlement was a non-cash financing activity and, accordingly, did not affect cash flows from financing activities.