reAlpha Tech Corp.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
AIRE$0.39+2.0%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-04-28.
0001213900-26-048242
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001213900-26-090106
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 16 previous paragraphs and 18 current paragraphs.
11 unchanged; 2 reworded; 5 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
There have been no material changes to our risk factors since those disclosed in “Part I, Item 1A. Risk Factors” of our Form 10-K, except as set forth below.
Added paragraphs (5)
Current report
We are currently ineligible to use a Registration Statement on Form S-3 to register the offer and sale of our securities until April 2027, which could adversely impact our ability to raise future capital on acceptable terms to us, or at all.
Current report
We are currently not eligible to utilize our “shelf” Registration Statement on Form S-3 to conduct offerings of our securities until April 2027. Until such time that we become eligible to utilize the Form S-3, if we determine to pursue an offering, we would be required to conduct the offering on an exempt basis or file a Registration Statement on Form S-1. Using a Registration Statement on Form S-1 for a public offering, for instance, would likely take significantly longer than using a Registration Statement on Form S-3 and increase our transaction costs, and could, to the extent we are not able to conduct offerings using alternative methods, adversely impact our liquidity, ability to raise capital or complete acquisitions in a timely manner. The use of a Registration Statement on Form S-1 would also limit our flexibility as to the terms, timing or manner of any such offering, making it more difficult to execute any such transaction successfully and potentially harming our financial condition. Further, there can be no assurance that any financing using alternative methods will be available on acceptable terms, in the amounts needed, or at all.
Current report
If we are unable to maintain compliance with the continued listing requirements of the Nasdaq, our common stock could be delisted and the price and liquidity of our common stock may be adversely affected.
Current report
Our common stock may lose value and could be delisted from Nasdaq due to several factors or a combination of such factors. While our common stock is currently listed on Nasdaq, and we are in compliance with Nasdaq’s continued listing requirements as of the date of this report, we can give no assurance that we will be able to satisfy the continued listing requirements of Nasdaq in the future, including, but not limited to, the corporate governance requirements and the minimum closing bid price requirement, the minimum equity requirement or the market value of listed securities requirement.
Current report
There are no transactions that have not been previously included in a Current Report on Form 8-K.
Removed paragraphs (3)
Previous report
On May 20, 2025, we received a deficiency letter from the Nasdaq Listing Qualifications Department of Nasdaq notifying us that, for 30 consecutive business days, the closing bid price of our common stock was below the minimum $1.00 per share required for continued listing pursuant to Nasdaq Listing Rule 5550(a)(2). The Nasdaq deficiency letter had no immediate effect on the listing of our common stock, and we were initially given 180 calendar days, or until November 17, 2025, to regain compliance with Nasdaq Listing Rule 5550(a)(2), which was extended by an additional 180 calendar days, or May 18, 2026.
Previous report
On March 30, 2026, the Board approved a 1-for-25 reverse stock split of our outstanding common stock, which is expected to become effective on or around April 30, 2026, subject to the filing and effectiveness of an amendment to our certificate of incorporation with the Secretary of State of Delaware. The reverse stock split was previously approved by our stockholders at the 2025 annual meeting of stockholders We anticipate to receive written confirmation from Nasdaq notifying us that we have regained compliance with Nasdaq Listing Rule 5550(a)(2) on or around May 14, 2026, assuming that our stock price remains above $1.00 for a period of at least 10 business days, but there is no assurance that we will receive such written confirmation from Nasdaq at or around such date, or at all.
Previous report
On March 16, 2026, we issued 2,038,612 shares of common stock with an aggregate value of $ 617,496, at a price per share of $0.3029, in satisfaction of the deferred merger consideration payable to the stockholders of Prevu, in accordance with the terms and conditions of the Prevu Merger Agreement. This issuance of shares of common stock was exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
Reworded paragraphs (2)
Previous wording
Although we cannot predict with certainty all of our particular short-term cash uses or the timing or amount of cash requirements, management has concluded that there is substantial doubt about our ability to continue as a going concern as discussed in “Note 3 – Going Concern” of our unaudited condensed consolidated financial statements included in this report. Our recurring losses, negative cash flow and the uncertainties surrounding our ability to execute and to realize our planned revenue growth and expected benefits from our operational improvement initiatives, could impact our future profitability and liquidity, which could in the future raise substantial doubt about our ability to continue to execute our operating plan as currently intended and require us to seek additional financing. If adequate funds or additional financings are not available, if and when needed, or if the terms of potential funding sources are unfavorable, our business, financial condition, and results of operations could be materially and adversely affected. Additionally, our financial statements have been prepared assuming that we will continue to operate as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Thus, our financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Current wording
Although we cannot predict with certainty all of our particular short-term cash uses or the timing or amount of cash requirements, management has concluded that there is substantial doubt about our ability to continue as a going concern (see “Note 3 - Going Concern” for more information). Our recurring losses, negative cash flow and the uncertainties surrounding our ability to execute and to realize our planned revenue growth and expected benefits from our operational improvement initiatives, could impact our future profitability and liquidity, which could in the future raise substantial doubt about our ability to continue to execute our operating plan as currently intended and require us to seek additional financing. If adequate funds or additional financings are not available, if and when needed, or if the terms of potential funding sources are unfavorable, our business, financial condition, and results of operations could be materially and adversely affected. Additionally, our financial statements have been prepared assuming that we will continue to operate as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Thus, our financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
Previous wording
We have not achieved profitability and have incurred losses since inception. For the quarter ended March 31, 2026, we recorded a net loss of $4,338,495. For the year ended December 31, 2025, we recorded a net loss of $17,590,392. As of March 31, 2026, we had an accumulated deficit of $60,356,156. While we have experienced revenue growth over recent periods, we may not be able to sustain or increase our growth or achieve profitability in the future. We intend to continue to invest diligently in sales and marketing efforts. In addition, we expect to incur significant additional legal, accounting, compliance and other expenses related to public company compliance and the expansion of our business. If our revenue fails to grow at a rate faster than these increases in our operating expenses, we will not be able to achieve and maintain profitability in future periods. As a result, we may continue to generate losses. Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays, and other unknown factors that may result in losses in future periods. If these losses exceed our expectations or our revenue growth expectations are not met in future periods, our financial performance will be harmed.
Current wording
We have not achieved profitability and have incurred losses since inception. For the quarter ended June 30, 2026, we recorded a net loss of $(3,049,265). For the year ended December 31, 2025, we recorded a net loss of $17,590,392. As of June 30, 2026, we had an accumulated deficit of $(63,444,055). While we have experienced revenue growth over recent periods, we may not be able to sustain or increase our growth or achieve profitability in the future. We intend to continue to invest diligently in sales and marketing efforts. In addition, we expect to incur significant additional legal, accounting, compliance and other expenses related to public company compliance and the expansion of our business. If our revenue fails to grow at a rate faster than these increases in our operating expenses, we will not be able to achieve and maintain profitability in future periods. As a result, we may continue to generate losses. Additionally, we may encounter unforeseen operating expenses, difficulties, complications, delays, and other unknown factors that may result in losses in future periods. If these losses exceed our expectations or our revenue growth expectations are not met in future periods, our financial performance will be harmed.