Press Release: reAlpha (NASDAQ: AIRE) Reports Fourth Quarter and Full Year 2025 Results; Record Full-Year Revenue of $4.5 Million, Up 376% Year Over Year

Dow Jones03-12

DUBLIN, Ohio, March 12, 2026 (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 and full year ended December 31, 2025.

Full Year Financial Highlights

(All figures are approximate and compared to FY 2024 unless otherwise stated)

   -- Revenue increased 376% to $4.5 million, compared to $0.9 million in FY 
      2024. The increase was driven primarily by increased revenue from 
      mortgage brokerage transactions from reAlpha Mortgage, subscription fees 
      from AiChat's AI conversational technologies, and revenues generated from 
      Prevu's real estate services following its acquisition in November 2025. 
 
   -- Gross profit increased to $2.5 million, compared to $0.6 million in FY 
      2024. Gross profit margin decreased from 68% to 54%, a decrease of 14 
      percentage points, primarily reflecting revenue mix and operating costs 
      associated with scaling brokerage and mortgage services. 
 
   -- Cash and cash equivalents increased 149% to $7.8 million as of December 
      31, 2025, compared to $3.1 million as of December 31, 2024. 
 
   -- Adjusted EBITDA was $(13.7) million, reflecting strategic investments 
      across the organization to support platform scaling and long-term growth. 
      Key drivers included the expansion of the Company's leadership team and 
      workforce to support multi-state operations; increased marketing and 
      brand investment, including the utilization of the Mercurius Media 
      marketing credits for branding and promotional campaigns; professional, 
      legal, and integration costs associated with acquisition and capital 
      markets activity; continued investment in AI capabilities, enterprise 
      technology tools, and platform infrastructure; the buildout of mortgage 
      operations leadership and real estate advisory resources; and the impact 
      of operating expenses from businesses acquired during the year. 
 
   -- Total Transaction Volume increased 203% to $116.1 million, compared to 
      $38.7 million in FY 2024. Total Transaction Volume reflects the aggregate 
      dollar value of transactions generated across brokerage, mortgage, and 
      title services during the trailing twelve month period. 
 
   -- During FY 2025, the Company strengthened its capital structure, 
      generating $17.3 million in proceeds from the exercise of warrants. If 
      exercised, the remainder of the warrants would generate an additional 
      $4.6 million. 

"2025 was a year of strong growth and balance sheet progress," said Thomas Kutzman, Chief Financial Officer of reAlpha. "Revenue increased 376% year over year to $4.5 million as we expanded our homebuying platform. During 2025, we raised approximately $25.5 million in gross proceeds through equity-linked financing activities to support operations and execute our strategy. We ended the year with $7.8 million in cash and no remaining balance on the Streeterville note, which materially improved our financial flexibility. As we move into 2026, our focus is on growth, greater geographic alignment of our homebuyer services, and building operating leverage as we scale."

Fourth Quarter Financial Highlights

(All figures are approximate and compared to Q4 2024 unless otherwise stated; quarterly figures are unaudited)

   -- Revenue increased 70% year over year to $0.9 million, compared to $0.5 
      million in the Q4 2024, driven primarily by increased revenue from 
      mortgage brokerage transactions, subscription fees from AiChat's AI 
      conversational technologies, and revenues generated from Prevu's realty 
      services following its acquisition. 
 
   -- Gross profit increased to $0.6 million, up from $0.4 million in Q4 2024. 
      Gross margin decreased from 69% to 63%, a decrease of 6 percentage points, 
      primarily reflecting a higher contribution from real estate and mortgage 
      operations, which carry lower gross margins due to higher direct cost of 
      services compared to AiChat's AI conversational technology services. 
 
   -- Cash and cash equivalents ended the quarter at approximately $7.8 million, 
      compared to $3.1 million in Q4 2024, reflecting strengthened liquidity 
      following capital raises and warrant exercises during FY 2025. 
 
   -- Adjusted EBITDA was $(3.8) million, compared to $(2.0) million in Q4 
      2024, primarily reflecting the absorption of operating expenses from 
      businesses acquired during the year, use of Mercurius Media marketing 
      credits, continued investment in leadership and workforce expansion, and 
      increased technology spend to support platform growth. 
 
   -- Net loss was $(4.8) million, compared to $(21.0) million in Q4 2024. 

Business Highlights

   -- Acquired Prevu and signed a definitive agreement to acquire InstaMortgage 
      to deepen vertical integration. Prevu expanded brokerage operations 
      across 12 states plus Washington, D.C.; the proposed InstaMortgage 
      transaction, if consummated, is intended to add direct mortgage lending 
      capabilities and further reduce friction across the homebuying journey. 
 
   -- Expanded licensed footprint across 35 states and Washington, D.C., 
      strengthening the Company's ability to capture multiple revenue streams 
      within a single homebuying transaction. reAlpha holds real estate 
      brokerage licenses in 13 states and Washington, D.C., mortgage brokerage 
      licenses in 31 states, and title agency licenses in 3 states. While full 
      three-service integration is currently active in Florida and Virginia, 
      the broader licensed footprint creates a foundation to systematically 
      expand platform adoption and increase revenue capture per transaction 
      over time. 
 
   -- Advanced reAlpha's AI-enabled homebuying experience with Claire and 
      proprietary AI infrastructure. Claire is the Company's customer-facing 
      digital homebuying assistant, complemented by licensed professionals; 
      internal assistants including the AI Loan Officer Assistant and AI 
      Engagement Agent are designed to automate portions of intake, scheduling, 
      document workflows, and borrower communication to improve execution speed 
      and reduce manual effort. 
 
   -- Strengthened the balance sheet by raising capital through equity 
      offerings, warrant exercises and at-the-market offering sales, and 
      eliminating secured parent-level debt. During fiscal 2025, the Company 
      raised approximately $25.5 million in gross proceeds through these 
      transactions and repaid the secured promissory note issued to 
      Streeterville. As a result, secured parent-level debt was eliminated and 
      financial flexibility improved. 
 
   -- Unified mortgage operations under the reAlpha Mortgage brand and aligned 
      CRM systems across brokerage and mortgage operations. During 2025, the 
      Company unified mortgage operations under a single brand and worked to 
      align customer communication and workflow management across brokerage and 
      mortgage functions to support a more coordinated end-to-end platform 
      experience. 
 
   -- Simplified the customer rebate program in mid-January 2026 to improve 
      clarity and transparency. Under the current commission rebate structure, 
      eligible homebuyers can receive a rebate of up to 1.0% of the home 
      purchase price when using realty services and an additional rebate of up 
      to 0.5% when bundling mortgage brokering services with realty services, 
      subject to terms and conditions. The rebate is paid as a credit toward 
      closing costs and reflected on the settlement statement at closing. 

"I'm proud of how our team executed in 2025. We did not just grow revenue, we expanded the platform, integrated brokerage and mortgage more tightly, and strengthened the operating foundation of the business, " said Mike Logozzo, Chief Executive Officer of reAlpha. "reAlpha offers the full homebuying transaction across real estate, mortgage, and title. That alignment creates multiple revenue streams per customer and a structurally lower cost model in markets where we offer a rebate. We believe we are uniquely positioned to deliver a better service experience while helping buyers keep more of their money at closing. In a multi-trillion dollar residential real estate market that we believe is still largely fragmented, we see a clear opportunity to deliver a more coordinated homebuying experience and return meaningful savings to the buyer."

Fiscal Year 2025 Earnings Conference Call

reAlpha will host a live X Spaces event to discuss its fourth quarter and full year 2025 financial results and outlook on Friday, March 13, 2026 at 12:00 p.m. ET. Members of the Company's executive leadership team will provide prepared remarks and respond to questions regarding the Company's performance, strategic initiatives and growth outlook.

The live audio event will be open to the public and accessible at https://x.com/i/spaces/1AKEmOvraZlKL via the Company's official X account. Participants are encouraged to join the event a few minutes prior to the scheduled start time. A replay of the discussion will be available following the conclusion of the event.

Additional materials, if any, will be posted in the "Events" section of the Company's Investor Relations website at ir.realpha.com.

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 Executive Officer, Mike Logozzo, and reAlpha's Chief Financial Officer, Thomas Kutzman, 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 limited operating history and that reAlpha has not yet fully developed its AI-based technologies; the health of the U.S. residential real estate industry and changes in general economic conditions; reAlpha's ability to pay contractual obligations; reAlpha's liquidity, operating performance, cash flow and ability to secure adequate financing; reAlpha's ability to regain compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) and maintain compliance with all Nasdaq listing rules; reAlpha's ability to regain compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2); reAlpha's ability to generate additional sales or revenue from having access to, or obtaining, additional U.S. states brokerage licenses; 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; the inability to maintain and strengthen reAlpha's brand and reputation; 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; 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; 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 
                 Consolidated Balance Sheet 
       For the Years Ended December 31, 2025 and 2024 
 
                              December 31,   December 31, 
                                  2025           2024 
                              ------------   ------------ 
ASSETS 
Current Assets 
  Cash                     $     7,783,529      3,123,530 
  Accounts receivable, 
   net                              68,148        182,425 
  Receivable from related 
   parties                               -         12,873 
  Prepaid expenses                 961,411        180,158 
  Current assets of 
   discontinued 
   operations                            -         56,931 
  Other current assets             362,293        487,181 
  Escrow deposit                   600,000              - 
                            --------------   ------------ 
  Total current assets     $     9,775,381      4,043,098 
                            --------------   ------------ 
 
     Property and 
     Equipment, at cost 
  Property and equipment, 
   net                     $        64,626        102,638 
 
     Other Assets 
  Investments                      111,646        215,000 
  Other long-term assets                 -         31,250 
  Intangible assets, net         4,306,553      3,285,406 
  Goodwill                       7,459,125      4,211,166 
  Capitalized software 
   development - work in 
   progress                              -        105,900 
                            --------------   ------------ 
     TOTAL ASSETS          $    21,717,331     11,994,458 
                            --------------   ------------ 
 
     LIABILITIES, 
     MEZZANINE EQUITY 
     AND STOCKHOLDERS' 
     EQUITY (DEFICIT) 
 
     Current Liabilities 
  Accounts payable         $       306,216        655,765 
  Related party payables             5,654          9,287 
  Short term loans - 
   related parties - 
   current portion                  86,585        261,986 
  Short term loans - 
   unrelated parties - 
   current portion                 209,601        519,153 
  Accrued expenses                 660,577      1,164,813 
     Deferred liabilities 
      - current portion          1,960,850      1,255,525 
     Deferred revenue              396,227        278,908 
                            --------------   ------------ 
      Total current 
       liabilities         $     3,625,710      4,145,437 
 
     Long-Term 
     Liabilities 
  Preferred stock 
   embedded derivative 
   liability                     4,574,980              - 
  Other long-term loans - 
   related parties - net 
   of current portion                    -         45,052 
  Other long-term loans - 
   unrelated parties - 
   net of current 
   portion                          88,411        241,121 
  Note payable, net of 
   discount                              -      4,909,376 
  Deferred consideration 
   - net of current 
   portion                         561,740              - 
  Contingent 
   consideration                   344,877      1,086,000 
                            --------------   ------------ 
      Total liabilities    $     9,195,718     10,426,986 
 
     Mezzanine Equity 
     Redeemable Series A 
      Convertible 
      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; 
      250,000 and 0 
      shares issued and 
      outstanding as of 
      December 31, 2025 
      and 2024, 
      respectively.              1,020,377              - 
     Stockholders' 
     Equity (Deficit) 
  Common stock ($0.001 
   par value; 200,000,000 
   shares authorized, 
   131,740,675 shares 
   outstanding as of 
   December 31, 2025; 
   200,000,000 shares 
   authorized, 45,864,503 
   shares outstanding as 
   of December 31, 2024)           131,741         45,865 
  Additional paid-in 
   capital                      67,466,893     39,770,060 
  Accumulated deficit          (55,980,534  ) (38,260,913  ) 
  Accumulated other 
   comprehensive (loss) 
   income                         (127,889  )       5,011 
                            --------------   ------------ 
  Total stockholders' 
   equity of reAlpha Tech 
   Corp.                        11,490,211      1,560,023 
 
     Non-controlling 
      interests in 
      consolidated 
      entities                      11,025          7,449 
                            --------------   ------------ 
  Total stockholders' 
   equity                       11,501,236      1,567,472 
                            --------------   ------------ 
 
     TOTAL LIABILITIES, 
      MEZZANINE EQUITY, 
      AND STOCKHOLDERS' 
      EQUITY               $    21,717,331     11,994,458 
                            --------------   ------------ 
 
 
                reAlpha Tech Corp. and Subsidiaries 
       Consolidated Statements of Operations and Comprehensive 
                            (Loss) Income 
           For the Years Ended December 31, 2025 and 2024 
 
                                          For the Year Ended 
                                      --------------------------- 
                                        December       December 
                                           31,            31, 
                                          2025           2024 
                                      ------------   ------------ 
 
     Revenues                         $  4,518,498   $    948,420 
     Cost of revenues                    2,067,060        302,084 
                                       -----------    ----------- 
  Gross Profit                           2,451,438        646,336 
 
     Operating Expense 
  Wages, benefits and payroll taxes      6,506,553      2,841,591 
  Marketing and advertising              5,946,514        793,004 
  Professional and legal fees            3,273,947      2,124,946 
  Depreciation and amortization            543,170        282,095 
  Impairment of capitalized software       220,016        202,968 
  Other operating expense                1,968,196      1,304,346 
                                       -----------    ----------- 
      Total operating expense           18,458,396      7,548,950 
                                       -----------    ----------- 
 
  Operating Loss                       (16,006,958)    (6,902,614) 
 
     Other Expense (income) 
  Changes in fair value of 
   contingent consideration               (604,123)             - 
  Interest expense, net                    814,727        333,759 
  Change in fair value of preferred 
   stock embedded derivative 
   liability                               456,325              - 
  Loss on debt extinguishment              438,834              - 
  Amortization of commitment fee           406,250        500,000 
  Other expense, net                        71,421            601 
                                       -----------    ----------- 
      Total other expense                1,583,434        834,360 
                                       -----------    ----------- 
 
     Net Loss from continuing 
      operations before income 
      taxes                            (17,590,392)    (7,736,974) 
  Income tax (expense) benefit                   -         54,260 
 
     Net Loss from continuing 
      operations                       (17,590,392)    (7,682,714) 
 
     Discontinued operations (Roost 
     and Rhove) 
  Loss from operations of 
   discontinued operations                       -       (261,242) 
  Impairment of goodwill and 
   intangible assets of discontinued 
   operations                                    -    (18,078,393) 
                                       -----------    ----------- 
     Loss on discontinued operations  $          -   $(18,339,635) 
                                       -----------    ----------- 
 
     Net Loss                         $(17,590,392)  $(26,022,349) 
 
     Less: Net Income Attributable 
      to Non-Controlling Interests           3,576            679 
                                       -----------    ----------- 
 
     Net Loss Attributable to 
      Controlling Interests           $(17,593,968)  $(26,023,028) 
                                       -----------    ----------- 
 
     Preferred stock dividends             122,877              - 
     Net Loss Attributable to Common 
      Stockholders                    $(17,716,854)  $(26,023,028) 
     Other comprehensive (loss) 
     income 
  Foreign currency translation 
   adjustments                            (132,900)         5,011 
                                       -----------    ----------- 
      Total other comprehensive 
       (loss) income                      (132,900)         5,011 
 
     Comprehensive Loss Attributable 
      to Controlling Interests        $(17,849,745)  $(26,018,017) 
                                       -----------    ----------- 
 
  Basic loss per share 
  Continuing operations               $      (0.23)  $      (0.17) 
  Discontinued operations             $          -   $      (0.41) 
                                       -----------    ----------- 
  Net Loss per share -- basic         $      (0.23)  $      (0.58) 
 
  Diluted loss per share 
  Continuing operations               $      (0.23)  $      (0.17) 
  Discontinued operations             $          -   $      (0.41) 
                                       -----------    ----------- 
  Net loss per share -- diluted       $      (0.23)  $      (0.58) 
 
  Weighted-average outstanding 
   shares -- basic                      76,316,926     44,631,577 
 
  Weighted-average outstanding 
   shares -- diluted                    76,316,926     44,631,577 
 
 
                reAlpha Tech Corp. and Subsidiaries 
                Consolidated Statements of Cash Flows 
           For the Years Ended December 31, 2025 and 2024 
 
 
                                          For the Year Ended 
                                        December       December 
                                           31,            31, 
                                          2025           2024 
Cash Flows from Operating 
Activities: 
  Net loss                            $(17,590,392)  $(26,022,349) 
  Adjustments to reconcile net loss 
  to net cash used in operating 
  activities: 
Depreciation and amortization              543,170        466,691 
Impairment of capitalized software         220,016        145,746 
Impairment of goodwill and 
 intangible assets                               -     18,280,947 
Amortization of loan discounts             545,624        181,875 
Common stock issued to non - 
 employee                                    2,526              - 
Stock-based compensation - employees       859,950        207,453 
Stock-based compensation - services              -        108,730 
Change in fair value of contingent 
 consideration                            (604,123)             - 
Loss on extinguishment of debt             438,834              - 
Change in fair value of preferred 
 stock embedded derivative 
 liability                                 456,325              - 
Non-cash commitment fee expenses           406,250        500,000 
Non-cash marketing and advertising       4,406,571              - 
Non-cash compensation expense - GTG 
 Financial                                 106,000              - 
Gain on previously held equity                   -        (20,663) 
Loss (gain) on deconsolidation             (94,071)             - 
Loss (gain) on sale of fixed assets         52,858            301 
Impairment of equity investments - 
 measurement alternative                    90,000              - 
Loss from equity method investment          13,354              - 
Interest accretion on deferred 
 consideration - Prevu                      20,404              - 
  Changes in operating assets and 
  liabilities 
Accounts receivable                        114,277        (16,437) 
Receivable from related parties             12,873        (12,873) 
Prepaid expenses                          (187,824)       (56,241) 
Other current assets                      (292,258)        62,637 
Accounts payable                          (491,751)       (19,773) 
Payable to related parties                  (3,633)        58,756 
Accrued expenses                          (404,876)      (185,118) 
Deferred revenue                           117,319        278,080 
Total adjustments                        6,327,815     19,980,111 
  Net cash used in operating 
   activities                          (11,262,577)    (6,042,238) 
 
Cash Flows from Investing 
Activities: 
Additions to property and equipment        (42,896)       (12,533) 
Proceeds from sale of properties                 -        293,307 
Cash paid for acquisitions, net of 
 cash acquired                          (1,023,053)    (1,268,630) 
Cash deposited into escrow in 
 connection with acquisitions             (500,000)             - 
Cash paid for equity method 
 investment                                      -        (50,000) 
Cash used for additions to 
 capitalized software                     (176,143)      (516,544) 
Net cash used in investing 
 activities                             (1,742,092)    (1,554,400) 
 
Cash Flows from Financing 
Activities: 
Proceeds from issuance of debt             155,481      6,155,539 
Prepayment penalty                        (368,769)             - 
Proceeds from issuance of common 
 stock                                  25,566,385              - 
Payments of debt                        (5,623,196)    (1,164,241) 
Contingent consideration 
 paid-reAlpha Nepal                       (137,000)             - 
Payment of commitment fee               (1,000,000)             - 
Deferred financing cost                          -       (727,500) 
Equity issuance expenses                  (941,742)             - 
Net cash provided by financing 
 activities                             17,651,159      4,263,798 
 
      Net increase in cash               4,646,490     (3,332,840) 
 
Effect of exchange rate changes on 
 cash                                       13,509              - 
 
Cash - Beginning of Period               3,123,530      6,456,370 
 
Cash - End of Period                  $  7,783,529   $  3,123,530 
 
Supplemental disclosure of cash 
flow information 
Interest expense                      $   (468,726)  $    (58,897) 
 
Noncash Investing and Financing 
Activities: 
Preferred stock issuance - MMC 
 transaction                             5,000,000              - 
Non-cash conversion of debt to 
 equity - Streeterville Capital, 
 LLC                                       740,064              - 
Issuance of common stock - Prevu         1,350,000              - 
Issuance of common stock - AiChat          180,525              - 
Issuance of warrants to placement 
 agents in connection with equity 
 offerings                                 299,768              - 
Deferred consideration - Prevu           2,327,187              - 
 
 

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:

 
                                             Year ended December 31, 
                                          ------------------------------ 
                                              2025           2024 
Net loss                                  $(17,590,392)  $(26,022,349) 
Adjusted to exclude the following 
Depreciation and amortization                  543,170        282,095 
Amortization of loan discounts and 
 origination fee (1)                           545,624        181,875 
Loss from Discontinued Operations                    -     18,339,635 
Income tax benefit                                   -        (54,260) 
Impairment of intangible assets                220,016              - 
Changes in fair value of contingent 
 consideration (2)                            (604,123)             - 
Change in fair value of preferred stock 
 embedded derivative liability(3)              456,325              - 
Loss on extinguishment of debt                 438,834              - 
Loss (gain) on deconsolidation (4)             (94,071)             - 
Loss (gain) on equity method investments       103,354        (20,663) 
Interest expense                               394,434        333,759 
Non-cash commitment fee expenses (5)           406,250        500,000 
Stock based compensation (6)                   862,476        316,183 
Equity offering costs (7)                      490,868              - 
Acquisition-related expenses                   137,771        517,251 
                                           -----------    ----------- 
Adjusted EBITDA                           $(13,689,464)  $ (5,626,474) 
                                           -----------    ----------- 
 
 
  (1  )  Represents amortization of all debt issuance costs 
          and original issue discount due to the repayment of 
          the Note (as defined below) issued to Streeterville 
          Capital, LLC ("Streeterville"). 
 
 
  (2  )  Represents remeasurement gains or losses related to 
          the contingent consideration of reAlpha Mortgage. 
 
 
  (3  )  Represents non-cash remeasurement gains or losses 
          related to the shares of Series A Preferred Stock 
          issued in the MMC transaction. 
 
 
  (4  )  Represents a gain recognized upon the rescission of 
          the GTG Financial acquisition. 
 
 
  (5  )  Represents the commitment fee of $1,000,000 incurred 
          in connection with the GEM equity facility, which 
          has been amortized over a period of 24 months, beginning 
          on October 23, 2023. 
 
 
  (6  )  Represents non-cash stock-based compensation expense 
          associated with shares of common stock issued to consultants 
          ($2,526), shares of common stock issued to employees 
          ($102,880), and restricted stock units (RSUs) granted 
          to executive officers and other eligible employees 
          ($757,071). 
 
 
  (7  )  Represents legal and professional fees incurred in 
          connection with the issuance of shares of common stock 
          and warrants from our equity offerings and other capital 
          raise transactions. 
 

(END) Dow Jones Newswires

March 12, 2026 08:35 ET (12:35 GMT)

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