reAlpha Tech Corp

ITEM 1A. RISK FACTORS

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.

Our financial condition raises substantial doubt as to our ability to continue as a going concern.

Our independent registered public accounting firm previously expressed substantial doubt regarding our ability to continue as a going concern in its audit report dated March 12, 2026, for the year ended December 31, 2025. This conclusion was based on recurring losses from operations, negative cash flows, and the need to raise additional capital to support our ongoing activities.

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 (see Note 3 - Going Concern of our unaudited condensed consolidated financial statements included in this reportfor 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.

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We have a history of operating losses, and we may not be able to generate sufficient revenue to achieve and sustain profitability.

We have not achieved profitability and have incurred losses since inception. For the quarter ended March 31June 30, 2026, we recorded a net loss of $4,338,495(3,049,265). For the year ended December 31, 2025, we recorded a net loss of $17,590,392. As of March 31June 30, 2026, we had an accumulated deficit of $60,356,156(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.

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If wWe are unacurrently ineligible to satisfy the continued listinguse a Registration Statement on Form S-3 to requirementsgister the of the Nasdaq, ofer and sale of our common stocksecurities until April 2027, which could be delisted and the price and liquidiadversely impact our ability of our common stock may be adversely affected.

Our common stock may lose value and could be dto raise future capital on acceptable terms to us, or at all.

We are currently not elisted from Nasdaq due to several factors or a combination of such factors. Whilegible to utilize our shelf Registration Statement on Form S-3 to conduct offerings of our common stock is currently listed on Nasdaq, we can give no assurancsecurities until April 2027. Until such time that we will be abecome eligible to satisfyutilize the continued listing requirements of Nasdaq in the future, includinForm S-3, if we determine to pursue an offering, but not limited to, the corporate governance rewe would be requirements andd to conduct the minimum closing bid price requiroffering on an exempt basis or file a Registration Statement or the minimum equity requirn Form S-1. Using a Registration Statement.

On May 20, 2025, we received a de on Form S-1 for a public offering, for instance, would likely take significiencantly letter from the Nasdaq Listonger than using Qualifica Registrations Depart Statement of Nasdaq notifying us that, for 30 consecutive business daysn Form S-3 and increase our transaction costs, and could, to the closing bid price of ourextent we are not able to common stock was below the minimum $1.00 per share required for continued listing pursuant to Nasdaq Listing Rule 5550(a)(2)nduct offerings using alternative methods, adversely impact our liquidity, ability to raise capital or complete acquisitions in a timely manner. The Nasdaq deficiency letter had no immediate effect onuse of a Registration Statement on Form S-1 would also limit our flexibility as to the listiterms, timing of our common stock, and we wer manner of any such offering, making it more initially given 180 calendar days, or until November 17, 2025, to regain compliadifficult to execute any such transaction successfully and potentially harming our financial condition. Further, there can be no assurance with Nasdaq Listthat any financing Rule 5550(a)(2), which was extended by an additional 180 calendar dayusing alternative methods will be available on acceptable terms, or May 18, 2026.

On March 30, 2026, in the Board approved a 1-for-25 reverse stock split of our outstandingamounts needed, or at all.

If we are unable to maintain common stock, which is expectpliance with the continued to become effective on or around April 30, 2026, subject to the filinglisting requirements of the Nasdaq, our common stock could be delisted and effectiveness of an amendment to our certificatethe price and liquidity of incorporatiour common with the Secretary of State of Delaware. The reverse sstock may be adversely affected.

Our common stock split was previously approvemay lose value and could by our stockholders at the 2025 annual meetinge delisted from Nasdaq due to several factors or a combination of stockholders We anticipate to receive written confirmatiuch factors. While our common stock is currently listed on from Nasdaq notifying us that , and we have regainedare in compliance with Nasdaq Lis continued listing Rule 5550(a)(2) on or around May 14, 2026,requirements as of the date of this report, we can give no assumingrance that our stock price remainswe will be above $1.00 for a period of at least 10 business days, butle to satisfy the continued listing requirements of Nasdaq in there is no assurance that we will receive such written confirmation from Nasdaq a future, including, but not limited to, the corporate governance requirements and the minimum closing bid price requirement, the minimum equity requirement or arounthe market value of listed such date, or at allecurities requirement.

If we were to be delisted, we would expect our common stock to be traded in the over-the-counter market which could adversely affect the liquidity of our common stock. Additionally, we could face significant material adverse consequences, including:

In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement, or prevent future non-compliance with Nasdaqs listing requirements.