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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 19, 2024
reAlpha Tech Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41839 | 86-3425507 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
6515 Longshore Loop, Suite 100, Dublin, OH 43017
(Address of principal executive offices and zip code)
(707) 732-5742
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | AIRE | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On April 19, 2024, reAlpha Tech Corp. (the “Company”) issued a press release regarding its financial results for the quarter ended March 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report.
The Company is making reference to non-GAAP financial information in the press release. A reconciliation of GAAP to non-GAAP results is provided in the attached Exhibit 99.1 press release.
The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
The information set forth in Item 2.02, including Exhibit 99.1, to this Current Report on Form 8-K is incorporated herein by reference into this Item 7.01.
The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated April 19, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 19, 2024 | reAlpha Tech Corp. | |
| By: | /s/ Giri Devanur | |
| Giri Devanur | ||
| Chief Executive Officer | ||
2
Exhibit 99.1
reAlpha Tech Corp. Announces Financial Results for the Quarter Ended March 31, 2024
DUBLIN, Ohio, April 19, 2024 - reAlpha Tech Corp. (“reAlpha,” the “Company,” “us,” “we” or “our”) (Nasdaq: AIRE), a real estate technology company focused on developing, utilizing and commercializing real estate-focused artificial intelligence (“AI”) technologies, today reports financial results for the first quarter ended March 31, 2024.
“reAlpha made significant strides in the first quarter of 2024 with the commercial launch of our AI-powered platform, GENA,” said Giri Devanur, Chief Executive Officer of reAlpha. “This launch demonstrates our commitment to leveraging innovative AI technology to drive change in the real estate industry. We remain focused on executing our strategic initiatives, commercializing our technologies, and pursuing growth opportunities in the fragmented proptech space, which is ripe for innovation. We are excited about the path ahead and look forward to sharing our progress and developments in the coming quarters as we continue to capitalize on these opportunities,” concluded Mr. Devanur.
Financial Results
Revenues were $20,426 for the three months ended March 31, 2024, compared to $111,451 for the three months ended March 31, 2023. Our revenues consist of both the short-term rental revenue that we receive from our listed properties, if any, and platform services income that we receive directly from, or services related to, our technologies. The decrease in revenues during the period was attributable to lower rental revenue due to the disposal of our rental properties during and subsequent to fiscal year 2023 as a result of our business strategy shift to focus on the commercialization of our AI technologies, as well as lower platform services revenue as a result of the sale of myAlphie.
We had cash and cash equivalents of approximately $4.84 million as of March 31, 2024, and approximately $6.46 million as of December 31, 2023.
Net loss was $1,419,045 for the three months ended March 31, 2024, compared to $864,913 for the three months ended March 31, 2023. The increase in net loss during the period was mainly attributable to increases in wages, professional and legal fees, and amortization of a commitment fee in the form of equity.
Adjusted EBITDA was $(1,336,790) for the three months ended March 31, 2024, compared to $(775,098) for the three months ended March 31, 2023. The full reconciliation to Adjusted EBITDA is set forth below.
Explanatory Notes on Use of Non-GAAP Financial Measures
To supplement our financial information presented in accordance with U.S. GAAP (“GAAP”), we believe “Adjusted EBITDA,” a “non-GAAP financial measure,” as such term is defined under the rules of the U.S. Securities and Exchange Commission (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 Adjusted EBITDA may be helpful to investors because it provides consistency and comparability with past financial performance. However, Adjusted EBITDA 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 GAAP. In addition, other companies, including companies in our industry, may calculate similarly titled non-GAAP measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP. Investors are encouraged to review the related GAAP financial measures and the reconciliation of these non-GAAP financial measures to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business.
We reconcile our non-GAAP financial measure of Adjusted EBITDA to our net income, adjusted to exclude interest expense, provision for (benefit from) income taxes, depreciation and amortization and certain charges or gains resulting from non-recurring events, if any. For the three months ended March 31, 2024 and March 31, 2023, we did not have any non-recurring events.
About reAlpha
reAlpha is a real estate technology company with a mission to shape the property technology, or “proptech,” market landscape through the commercialization of artificial intelligence technologies and strategic synergistic acquisitions that complement our business model. For more information about reAlpha, 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 as to future results of operations and financial position, planned acquisitions, business strategy and plans, objectives of management for future operations of reAlpha, market size and growth opportunities, competitive position and technological and market trends, 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: whether reAlpha’s recent business strategy shift will be successful; reAlpha’s ability to pay contractual obligations; reAlpha’s liquidity, operating performance, cash flow and ability to secure adequate financing; reAlpha’s limited operating history and that reAlpha has not yet fully developed its AI-based technologies; whether reAlpha’s technology and products will be accepted and adopted by its customers and intended users; reAlpha’s ability to satisfy closing conditions for the acquisitions of Naamche, Inc. and Naamche, Inc. Pvt. Ltd. (collectively, “Naamche”); reAlpha’s ability to integrate the business of Naamche into its existing business and the anticipated demand for Naamche’s services; reAlpha’s ability to commercialize its developing AI-based technologies; the inability to maintain and strengthen reAlpha’s brand and reputation; any accidents or incidents involving cybersecurity breaches and incidents; the inability to accurately forecast demand for short-term rentals and 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; the inability of reAlpha to obtain additional financing or access the capital markets to fund its ongoing operations on acceptable terms and conditions; the outcome of any legal proceedings that might be instituted against reAlpha; changes in applicable laws or regulations, and the impact of the regulatory environment and complexities with compliance related to such environment; and other risks and uncertainties indicated in our SEC filings. 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.
Investor Relations Contact
investorrelations@realpha.com
REALPHA TECH CORP.
Condensed Consolidated Balance Sheet
March 31, 2024 (unaudited) and December 31, 2023
| March 31, 2024 |
December 31, 2023 |
|||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 4,838,146 | $ | 6,456,370 | ||||
| Accounts receivable | 12,167 | 30,630 | ||||||
| Prepaid expenses | 217,303 | 242,795 | ||||||
| Other current assets | 672,287 | 670,499 | ||||||
| Total current assets | 5,739,903 | 7,400,294 | ||||||
| Property and equipment, net | 27,894 | 328,539 | ||||||
| Other Assets | ||||||||
| Investments | 115,000 | 115,000 | ||||||
| Other long-term assets | 281,250 | 406,250 | ||||||
| Intangible assets, net | 933,532 | 997,962 | ||||||
| Goodwill | 17,337,739 | 17,337,739 | ||||||
| Capitalized software development - work in progress | 936,785 | 839,085 | ||||||
| TOTAL ASSETS | $ | 25,372,103 | $ | 27,424,869 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 433,612 | $ | 461,875 | ||||
| Related party payable | 9,800 | - | ||||||
| Other loans | 118,809 | 190,095 | ||||||
| Accrued expenses | 520,142 | 817,114 | ||||||
| Total current liabilities | 1,082,363 | 1,469,084 | ||||||
| Long-Term Liabilities | ||||||||
| Deferred liabilities | 1,000,000 | 1,000,000 | ||||||
| Mortgage loans | - | 247,000 | ||||||
| Total liabilities | 2,082,363 | 2,716,084 | ||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Preferred stock, $0.001 par value; 5,000,000 shares authorized, 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023 | - | - | ||||||
| Common stock ($0.001 par value; 200,000,000 shares authorized, 44,122,091 shares outstanding as of March 31, 2024; 200,000,000 shares authorized, 44,122,091 shares outstanding as of December 31, 2023) | 44,123 | 44,123 | ||||||
| Additional paid-in capital | 36,899,497 | 36,899,497 | ||||||
| Accumulated deficit | (13,656,865 | ) | (12,237,885 | ) | ||||
| Total stockholders’ equity (deficit) of reAlpha Tech Corp. | 23,286,755 | 24,705,735 | ||||||
| Non-controlling interests in consolidated entities | 2,985 | 3,050 | ||||||
| Total stockholders’ equity (deficit) | 23,289,740 | 24,708,785 | ||||||
| TOTAL LIABILITIES AND STOCKOLDERS’ EQUITY | $ | 25,372,103 | $ | 27,424,869 | ||||
REALPHA TECH CORP.
Condensed Consolidated Statements of Operations
For the Three Months Ended March 31, 2024, and 2023 (unaudited)
| For the Three Months Ended | For the Three Months Ended | |||||||
|
March 31, (unaudited) |
March 31, (unaudited) |
|||||||
| Revenues | $ | 20,426 | $ | 111,451 | ||||
| Cost of revenues | 18,249 | 70,775 | ||||||
| Gross Profit | 2,177 | 40,676 | ||||||
| Operating Expenses | ||||||||
| Wages, benefits and payroll taxes | 418,902 | 204,196 | ||||||
| Repairs & maintenance | 749 | 4,461 | ||||||
| Utilities | 1,663 | 5,173 | ||||||
| Travel | 46,964 | 41,961 | ||||||
| Dues & subscriptions | 12,360 | 20,038 | ||||||
| Marketing & advertising | 77,362 | 89,099 | ||||||
| Professional & legal fees | 468,725 | 325,161 | ||||||
| Depreciation & amortization | 71,453 | 48,003 | ||||||
| Other operating expenses | 211,497 | 96,476 | ||||||
| Total operating expenses | 1,309,675 | 834,568 | ||||||
| Operating Loss | (1,307,498 | ) | (793,892 | ) | ||||
| Other Income (Expense) | ||||||||
| Interest income | 357 | 544 | ||||||
| Other income | 31,392 | 90 | ||||||
| Interest expense | (10,802 | ) | (41,812 | ) | ||||
| Other expense | (132,494 | ) | (29,843 | ) | ||||
| Total other income (expense) | (111,547 | ) | (71,021 | ) | ||||
| Net Loss before income taxes | (1,419,045 | ) | (864,913 | ) | ||||
| Income tax expense | - | - | ||||||
| Net Loss | $ | (1,419,045 | ) | $ | (864,913 | ) | ||
| Less: Net Loss Attributable to Non-Controlling Interests | (65 | ) | (191 | ) | ||||
| Net Loss Attributable to Controlling Interests | $ | (1,418,980 | ) | $ | (864,722 | ) | ||
| Net loss per share — basic | $ | (0.03 | ) | $ | (0.02 | ) | ||
| Net loss per share — diluted | $ | (0.03 | ) | $ | (0.02 | ) | ||
| Weighted-average outstanding shares — basic | 44,122,091 | 40,839,051 | ||||||
| Weighted-average outstanding shares — diluted | 44,122,091 | 40,839,051 | ||||||
REALPHA TECH CORP.
Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2024, and 2023 (unaudited)
| For the Three Months Ended | For the Three Months Ended | |||||||
| March 31, 2024 (Unaudited) |
March 31, 2023 (Unaudited) |
|||||||
| Cash Flows from Operating Activities: | ||||||||
| Net loss | $ | (1,419,045 | ) | $ | (864,913 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 71,453 | 48,003 | ||||||
| Non cash commitment fee expenses | 125,000 | - | ||||||
| Gain on sale of properties | (31,378 | ) | - | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 18,463 | (2,972 | ) | |||||
| Payable to related parties | 9,800 | - | ||||||
| Prepaid expenses | 25,492 | 23,563 | ||||||
| Other current assets | (1,788 | ) | (155,410 | ) | ||||
| Accounts payable | (28,263 | ) | (553,142 | ) | ||||
| Accrued expenses | (296,972 | ) | (81,047 | ) | ||||
| Total adjustments | (108,193 | ) | (721,005 | ) | ||||
| Net cash used in operating activities | (1,527,238 | ) | (1,585,918 | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Additions to property, plant & equipment | 78,000 | (12,926 | ) | |||||
| Cash paid to acquire business | - | (25,000 | ) | |||||
| Capitalized software development - work in progress | (97,700 | ) | (101,047 | ) | ||||
| Net cash provided by (used in) investing activities | (19,700 | ) | (138,973 | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Payments of debt | (71,286 | ) | - | |||||
| Proceeds from issuance of common stock | - | 282,577 | ||||||
| Net cash provided by (used in) financing activities | (71,286 | ) | 282,577 | |||||
| Net increase (decrease) in cash | (1,618,224 | ) | (1,442,314 | ) | ||||
| Cash - Beginning of Period | 6,456,370 | 2,989,782 | ||||||
| Cash - End of Period | $ | 4,838,146 | $ | 1,547,468 | ||||
The following table provides a reconciliation of net income to Adjusted EBITDA:
| For the three Months Ended March 31, |
||||||||
| 2024 | 2023 | |||||||
| Net loss | (1,419,045 | ) | (864,913 | ) | ||||
| Adjusted to exclude the following: | - | - | ||||||
| Depreciation and amortization | 71,453 | 48,003 | ||||||
| Interest expense | 10,802 | 41,812 | ||||||
| Adjusted EBITDA | $ | (1,336,790 | ) | $ | (775,098 | ) | ||
5