What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-12 compared with 2025-08-14 · 606 added, 253 removed, 64 unchanged (93% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this report, as well as our audited financial statements and related notes included in our Form 10-K (as defined above).

In addition to historical information, this discussion and analysis here and throughout this report contains forward-looking statements that involve risks, uncertainties and assumptions.

Our actual results may differ materially from those anticipated in these forward-looking statements due to a number of factors, including but not limited to, the risks described in the section titled “Risk Factors” in our Form 10-K.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion

and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated

financial statements and related notes included elsewhere in this report, as well as our audited financial statements and related notes

included in our Form 10-K.

In addition to historical information, this discussion and analysis here and throughout this report contains

forward-looking statements that involve risks, uncertainties and assumptions.

Our actual results may differ materially from those anticipated

in these forward-looking statements due to a number of factors, including but not limited to, the risks described in the section titled

“Risk Factors” in our Form 10-K.

Business Overview

We are a real estate technology company developing an end-to-end homebuying platform, which we have named reAlpha (hereinafter referred to as the “reAlpha platform”).

We are a real estate technology

company developing an end-to-end homebuying platform, which we have named reAlpha (hereinafter referred to as the “reAlpha platform”).

Our goal is to offer through our AI-powered platform a more affordable, streamlined experience for those on the journey to homeownership.

The reAlpha platform integrates AI-driven tools to offer, among others, tailored property recommendations, an intuitive visual interface, and certain services, including realty services, mortgage brokering services, and digital title and escrow services within the platform.

We developed the reAlpha platform as a commitment to eliminate traditional barriers to home ownership and make it more accessible and transparent.

We operate an integrated homebuying technology platform designed to simplify and streamline the home purchase process.

The reAlpha platform supports buyers with key tasks such as mortgage pre-approval, booking property tours, submitting offer letters, and closing transactions.

It also provides detailed market insights and comprehensive property data tailored to users’ areas of interest.

Central to the reAlpha platform is “Claire,” a proprietary AI agent powered by large language models that educates users on the homebuying process, answers questions, and guides them through each step via a user-friendly, 24/7 web and iOS interface.

The technology is complemented by licensed professionals, namely real estate agents operating through reAlpha Realty, LLC, the Company’s in-house brokerage, on a no obligation basis, and licensed loan officers operating through reAlpha Mortgage and GTG Financial.

Homebuyers using our realty services can receive a commission rebate at closing, up to 75% of any buy-side brokerage commissions paid, when they utilize all three services (realty services, mortgage brokering services, and digital title and escrow services).

Currently, the full reAlpha platform is only available for homebuyers in Florida.

However, two of the three services are offered to homebuyers in 4 U.S.

The reAlpha platform integrates AI-driven tools to offer, among others, tailored property recommendations, an intuitive visual interface,

and certain services, including realty services, mortgage brokering services, and digital title and escrow services within the platform.

We developed the reAlpha platform as a commitment to eliminate traditional barriers to home ownership and make it more accessible and

We operate an integrated

homebuying technology platform designed to simplify and streamline the home purchase process.

The reAlpha platform supports buyers with

key tasks such as mortgage pre-approval, booking property tours, submitting offer letters, and closing transactions.

It also provides

detailed market insights and comprehensive property data tailored to users’ areas of interest.

Central to the reAlpha platform is

“Claire,” a proprietary AI agent acting as a digital homebuying concierge.

Claire is powered by large language models and

is trained to educate users on the homebuying process, answer questions, and guide users through each step via a user-friendly, 24/7 web

and iOS interface.

The technology is complemented by licensed professionals, namely real estate agents operating through reAlpha Realty,

LLC, the Company’s in-house brokerage, on a no obligation basis, and licensed loan officers operating through reAlpha Mortgage.

Homebuyers using our realty services can receive a commission rebate at closing, up to 75% of any buy-side brokerage commissions paid,

when they utilize all three services (realty services, mortgage brokering services, and digital title and escrow services).

the full reAlpha platform is only available for homebuyers in Florida.

However, two of the three services are offered to homebuyers in

states, and mortgage brokering services are available to homebuyers in 31 U.S.

states, including our recent expansion into Utah

We plan to expand our capabilities nationwide by the end of 2026, subject to factors such as acquiring and maintaining necessary real estate and mortgage licenses in all 50 U.S.

states and D.C., securing additional multiple listing service data, executing effective national marketing campaigns, and building scalable technology infrastructure.

We are continuously working to commercialize, enhance and refine our AI technologies and the reAlpha platform to continue generating technology-derived revenue.

Further, as part of our growth strategy, we intend to continue identifying and acquiring companies that are complementary to our business, and we intend to generate revenue from integrating such acquired companies and their capabilities into our business and our reAlpha platform.

To advance such strategy, since the beginning of 2024 we have announced the acquisitions of Naamche, AiChat, Hyperfast, reAlpha Mortgage and GTG Financial.

These acquisitions have added revenue, additional potential sources of revenue, technology services under our umbrella of product offerings, and, as further described below, additional operational and service-related capabilities to the reAlpha platform.

For instance, as a result of the acquisition of reAlpha Mortgage and GTG Financial, our in-house mortgage brokerage that operates through the reAlpha platform is now licensed to operate in 30 U.S.

Additionally, because of our acquisition of Hyperfast, we now can offer title, closing and settlement services in 3 U.S.

As a result of these acquisitions, consumers using the reAlpha platform have access to these services directly in the platform, both through the web platform and iOS application.

We expect to continue seeking additional strategic acquisitions that we believe will add additional sources of potential revenue and services to homebuyers using the reAlpha platform, including, but not limited to, home-showing companies, wholesale mortgage lenders, companies providing services for post-closing services (such as utility hookups, among others) and real estate brokerages.

Additionally, although we have already acquired two mortgage brokerage firms and a title company, we may consider further acquisitions of companies providing such services to increase the number of U.S.

states we are licensed to operate in and the potential revenue opportunities associated with expanding our geographical markets and reach of the reAlpha platform.

Before shifting our focus towards the development of our AI technologies and the reAlpha platform, 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 property’s 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 to discontinue our short-term rental business operations entirely.

The discontinuation of our rental business segment operations meets the criteria to be reported as discontinued operations (see “Note 18 – Discontinued Operations” for more information).

The technology services segment is currently our only reportable segment following the approval by our board of directors to discontinue our rental business segment operations (see “Note 18 – Discontinued Operations” and “Note 17 – Segment Reporting” for more information).

Our technology services segment offers and develops AI-based products and services to customers in various industries, including, but not limited to, real estate, retail, hospitality and education industries.

Our technology development efforts are currently focused on the development and enhancement of the reAlpha platform.

We plan to expand our capabilities nationwide by the end of 2026, subject to factors such as acquiring and maintaining necessary

real estate and mortgage licenses in all 50 U.S.

states and D.C., securing additional multiple listing service data, executing effective

national marketing campaigns, and building scalable technology infrastructure.

We are continuously working

to commercialize, enhance and refine our AI technologies and the reAlpha platform to continue generating technology-derived revenue.

as part of our growth strategy, we intend to continue identifying and acquiring companies that are complementary to our business, and

we intend to generate revenue from integrating such acquired companies and their capabilities into our business and our reAlpha platform.

To advance such strategy, since the beginning of 2024, we have announced the acquisitions of Naamche, AiChat, Hyperfast and reAlpha Mortgage.

Although we previously announced and completed the acquisition of GTG Financial, GTG Financial is no longer a subsidiary of the Company

as of the Rescission Date (see “Recent Developments – GTG Financial Rescission and Disposition” for more information).

Our acquisitions have added

revenue, additional potential sources of revenue, technology services under our umbrella of product offerings, and, as further described

below, additional operational and service-related capabilities to the reAlpha platform.

For instance, as a result of the acquisition of

reAlpha Mortgage, our in-house mortgage brokerage that operates through the reAlpha platform, we are now licensed to offer mortgage brokerage

services in 31 U.S.

Additionally, because of our acquisition of Hyperfast, we now can offer title, closing and settlement services

As a result of these acquisitions, consumers using the reAlpha platform have access to these services directly in the

platform, both through the web platform and iOS application.

We expect to continue seeking additional strategic acquisitions that we believe

will add additional sources of potential revenue and services to homebuyers using the reAlpha platform, including, but not limited to,

home-showing companies, wholesale mortgage lenders, companies providing services for post-closing services (such as utility hookups, among

others) and real estate brokerages.

Additionally, although we have already acquired a mortgage brokerage firm and a title company, we

may consider further acquisitions of companies providing such services to increase the number of U.S.

states we are licensed to operate

in and the potential revenue opportunities associated with expanding our geographical markets and reach of the reAlpha platform.

Before shifting our focus towards the development of our AI technologies

and the reAlpha platform, 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 property’s performance as a short-term

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 to discontinue our short-term rental business operations entirely.

The discontinuation

of our rental business segment operations meets the criteria to be reported as discontinued operations (see “Note 17 - Discontinued

Operations” for more information).

The technology services

segment is currently our only reportable segment following the approval by our Board to discontinue our rental business segment operations.

Our technology services segment offers and develops AI-based products and services to customers in various industries, including, but

not limited to, real estate, retail, hospitality and education industries.

Our technology development efforts are currently focused on

the development and enhancement of the reAlpha platform.

Technology Services

We seek to differentiate ourselves from competitors primarily through the integration of AI into our technologies for the real estate industry.

In addition to “Claire,” we use a proprietary AI-powered “Loan Officer Assistant,” which is intended to streamline and reduce processing time of our mortgage operations.

This internal tool automates key loan origination tasks such as document collection and borrower communication and is designed to help loan officers manage higher volumes with greater efficiency.

We expect that our technology services segment will benefit from the current exponential 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.

Our revenue model revolves around our realty services (e.g., assisting a homebuyer with finding, touring, and closing on homes), mortgage brokering services (e.g., finding and originating a mortgage for the homebuyer that fits their financial situation, needs, credit, and location), and digital title and escrow services (e.g., title, closing and settlement fees), offered through the reAlpha platform, which is currently under limited availability, and services offered by our subsidiaries, such as AiChat, Naamche, reAlpha Mortgage, Hyperfast and GTG Financial

We currently offer a commission refund model through the reAlpha platform as part of our strategy to provide an integrated and customer-centric homebuying experience.

Under this model, homebuyers may receive up to 75% of any buy-side brokerage commissions paid, which typically range from 2.2% to 3% of a home’s sale price depending on the geographical market, in connection with the purchase of a home through the reAlpha platform as a rebate or refund (hereinafter referred to as the “commission refund”).

This commission refund is paid to the homebuyer by applying such commission refund towards closing costs or by adding the refund to a homebuyer’s down payment, as applicable and subject to market-by-market minimums.

The percentage of the commission refund available to a homebuyer is determined based on their use of eligible integrated services offered via the reAlpha platform, such as realty, mortgage brokering and digital title and escrow services.

Currently, homebuyers can receive 25% commission refund when using only realty service, 50% when using two services and 75% when using all three services.

The commission refund model for the reAlpha platform is currently in a testing phase and remains subject to change as we evaluate customer adoption, expand into new geographical markets and further develop our platform and/or expand the number of services provided thereunder.

Although the full reAlpha platform is currently only available for homebuyers in Florida, two of the three services are offered in 4 U.S.

states, and mortgage brokering services are available in 30 U.S.

states, including our recent expansion into Utah.

We intend to expand the capabilities of the reAlpha platform nationwide by the end of 2026.

In order to expand the availability of the reAlpha platform, and services provided thereunder, nationwide, we will need to obtain the relevant real estate and mortgage licenses in the U.S.

states we are not yet licensed in, and, until we obtain such licenses, the full reAlpha platform will remain under limited availability for homebuyers statewide in Florida.

While the reAlpha platform is under limited availability, we will continue offering standalone mortgage brokerage services through our subsidiaries, reAlpha Mortgage and GTG Financial, in 30 U.S.

We seek to differentiate

ourselves from competitors primarily through the integration of AI into our technologies for the real estate industry.

In addition to

“Claire,” we use a proprietary AI-powered “Loan Officer Assistant,” which is intended to streamline and reduce

processing time of our mortgage operations.

This internal tool automates key loan origination tasks such as document collection and borrower

communication and is designed to help loan officers manage higher volumes with greater efficiency.

We expect that our technology services

segment will benefit from the current exponential 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.

Our revenue model revolves

around our realty services (e.g., assisting a homebuyer with finding, touring, and closing on homes), mortgage brokering services (e.g.,

finding and originating a mortgage for the homebuyer that fits their financial situation, needs, credit, and location), and digital title

and escrow services (e.g., title, closing and settlement fees), offered through the reAlpha platform, which is currently under limited

availability, and services offered by our subsidiaries, such as AiChat, Naamche, reAlpha Mortgage and Hyperfast.

We currently offer a commission refund model through the reAlpha platform

as part of our strategy to provide an integrated and customer-centric homebuying experience.

Under this model, homebuyers may receive

up to 75% of any buy-side brokerage commissions paid, which typically range from 2.2% to 3% of a home’s sale price depending on

the geographical market, in connection with the purchase of a home through the reAlpha platform as a rebate or refund (hereinafter referred

to as the “commission refund”).

This commission refund is paid to the homebuyer by applying such commission refund towards

closing costs or by adding the refund to a homebuyer’s down payment, as applicable and subject to market-by-market minimums.

percentage of the commission refund available to a homebuyer is determined based on their use of eligible integrated services offered

via the reAlpha platform, such as realty, mortgage brokering and digital title and escrow services.

Currently, homebuyers can receive

25% commission refund when using only realty services, 50% when using two services and 75% when using all three services.

The commission

refund model for the reAlpha platform is currently in a testing phase and remains subject to change as we evaluate customer adoption,

expand into new geographical markets and further develop our platform and/or expand the number of services provided thereunder.

Although the full reAlpha

platform is currently only available for homebuyers in Florida, two of the three services are offered in 4 U.S.

states, and mortgage brokering

services are available in 31 U.S.

states, including our recent expansion into Utah and Nevada.

We intend to expand the capabilities of

the reAlpha platform nationwide by the end of 2026.

In order to expand the availability of the reAlpha platform, and services provided

thereunder, nationwide, we will need to obtain the relevant real estate and mortgage licenses in the U.S.

states we are not yet licensed

in, and, until we obtain such licenses, the full reAlpha platform will remain under limited availability for homebuyers statewide in Florida.

While the reAlpha platform is under limited availability, we will continue offering standalone mortgage brokerage services through our

subsidiary, reAlpha Mortgage, in 31 U.S.

states and digital title and escrow services through our subsidiary, Hyperfast, in 3 U.S.

We also plan to continue acquiring companies in the real estate market that provide services relating to the homebuying process, including, but not limited to, mortgage brokerage firms, title and escrow service providers, home insurance providers and others that are complementary to our business, which we expect to generate revenues by offering such services through the reAlpha platform, or as standalone offerings to customers.

We expect that our reAlpha platform will drive additional customers to these acquired companies through users interacting and buying homes on the reAlpha platform, which will expand their overall potential customer base .

We also plan to continue acquiring companies in the real estate market that provide services relating to the homebuying process, including,

but not limited to, mortgage brokerage firms, title and escrow service providers, home insurance providers and others that are complementary

to our business, which we expect to generate revenues by offering such services through the reAlpha platform, or as standalone offerings

to customers.

We expect that the reAlpha platform will drive additional customers to these acquired companies through users interacting

and buying homes on the reAlpha platform, which will expand their overall potential customer base.

Recent Developments

Compliance with Nasdaq Continued Listing Requirements

On May 20, 2025, we received a letter from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of our common stock for the 30 consecutive business days ending on May 19 2025, we no longer met the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have been provided a period of 180 calendar days, or until October 1, 2025, in which to regain compliance with the Minimum Bid Price Requirement.

To regain compliance, the closing bid price of our common stock must be at least $1 per share for a minimum of ten consecutive business days during this 180-day period (subject to the Staff’s discretion to extend this ten consecutive business day period).

On July 1, 2025, we received a letter from the Staff notifying us that, based on the market value of listed securities for the previous 30 consecutive business days, the listing of our common stock was not in compliance with Nasdaq Listing Rule 5550(b)(2), which requires companies listed on the Nasdaq Capital Market to maintain a minimum market value of listed securities of at least $35 million (the “MVLS Requirement”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), we have been provided a period of 180 calendar days, or until December 29, 2025, to regain compliance with the MVLS Requirement.

To regain compliance, our market value of listed securities must close at $35 million or more for a minimum of ten consecutive business days (subject to the Staff’s discretion to extend this ten consecutive business day period).

The above mentioned letters have no immediate effect on the listing of our common stock on the Nasdaq Capital Market.

In the event that we do not regain compliance with the MVLS Requirement or the Minimum Bid Price Requirement prior to the expiration of their respective 180-day compliance periods, the Staff will provide written notice to us that our common stock will be subject to delisting.

Compliance with Nasdaq Continued Listing

On May 20, 2025, we received a letter from Nasdaq’s Listing Qualifications

Staff (the “Staff”) indicating that, based upon the closing bid price of our common stock for the 30 consecutive business

days ending on May 19, 2025, we no longer met the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq

Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we have

been provided a period of 180 calendar days, or until November 17, 2025, in which to regain compliance with the Minimum Bid Price Requirement.

To regain compliance, the closing bid price of our common stock must be at least $1 per share for a minimum of ten consecutive business

days during this 180-day period (subject to the Staff’s discretion to extend this ten consecutive business day period).

On July 1, 2025, we received

a letter from the Staff notifying us that, based on the market value of listed securities for the previous 30 consecutive business days,

the listing of our common stock was not in compliance with Nasdaq Listing Rule 5550(b)(2), which requires companies listed on the Nasdaq

Capital Market to maintain a minimum market value of listed securities of at least $35 million (the “MVLS Requirement”).

September 22, 2025, three months in advance of the December 29, 2025 deadline, we received a letter from the Staff notifying us that,

based on our market value of listed securities for the previous 10 consecutive business days, from September 8, 2025 through September

19, 2025, we had regained compliance with the MVLS Requirement.

Though we have regained

compliance with the MVLS Requirement, we have not yet regained compliance with the Minimum Bid Price Requirement.

The letter regarding

the Minimum Bid Price Requirement has no immediate effect on the listing of our common stock on the Nasdaq Capital Market.

that we do not regain compliance with the Minimum Bid Price Requirement prior to the expiration of the 180-day compliance period, we may

be eligible to seek an additional compliance period of 180 calendar days if we meet the continued listing requirement for market value

of publicly held shares and all other initial listing standards for Nasdaq, with the exception of the Minimum Bid Price Requirement, and

provide written notice to Nasdaq of our intent to cure the deficiency during the additional compliance period by effecting a reverse stock

split, if necessary.

In the event that we are not eligible for the additional compliance period, or if it appears to the Staff that we

will not be able to cure the deficiency during such compliance period, the Staff will provide written notice to us that our common stock

will be subject to delisting.

At that time, we may appeal the Staff’s delisting determination to a Nasdaq Hearing Panel.

At our annual meeting of

stockholders held on October 8, 2025, our stockholders approved the proposal to amend our certificate of incorporation, as amended and

restated from time to time, to effect a reverse stock split at a ratio between 1-for-7 and 1-for-25, which ratio will be determined at

the discretion of the Board, subject to the Board’s discretion to abandon such amendment if we are otherwise able to regain compliance

with the Minimum Bid Price Requirement during any applicable compliance period.

As of the date of this report, we have not adopted such

an amendment to effectuate a reverse stock split.

At-The-Market (ATM) Program

On April 2, 2025, we entered into an At The Market Offering Agreement (the “Sales Agreement”) with Wainwright under which we may offer and sell from time to time through Wainwright, acting as exclusive sales agent, shares of our common stock having an aggregate offering price of up to $7,650,000.

The Sales Agreement provides that Wainwright is entitled to a cash commission equal to 3.0% of the aggregate gross proceeds from the sale of any shares of common stock pursuant to the Sales Agreement in addition to the reimbursement of certain expenses.

As of July 18, 2025, we have sold 2,792,104 shares of our common stock pursuant to the Sales Agreement for aggregate net proceeds of approximately $944,759.

The ATM program with Wainwright was suspended on July 16, 2025, in connection with the 2025 Public Offering (as defined below) (see “Recent Developments – Consummation of July 2025 Public Offering” below for more details).

Warrant Inducement Transaction

On April 6, 2025, we entered into inducement offer letter agreements (the “Inducement Letters”) with certain holders (the “Holders”) of existing warrants of the Company to purchase up to an aggregate of 4,218,751 shares of our common stock having an original exercise price of $5.00 per share, which was subsequently adjusted to $1.44 per share pursuant to the anti-dilution provision included in such existing warrants, issued to the Holders on November 24, 2023, with a current expiration date of November 24, 2028 (the “Existing Warrants”).

Pursuant to the Inducement Letters, the Holders agreed to exercise for cash their Existing Warrants at a reduced exercise price of $0.75 per share (the “Reduced Exercised Price”) in consideration for our agreement to issue in a private placement new common stock purchase warrants (the “New Warrants”) to purchase an aggregate of 8,437,502 shares of common stock (the “New Warrant Shares”) (such transaction, the “Warrant Inducement”).

In connection with the Warrant Inducement, we also agreed to reduce the exercise price of the Existing Warrants to purchase an aggregate of 4,114,582 shares of common stock for all holders of the Existing Warrants not participating in the Warrant Inducement to the Reduced Exercise Price for the remaining term of the Existing Warrants.

The closing of the Warrant Inducement occurred on April 8, 2025, and we received aggregate gross proceeds of approximately $3.1 million from the exercise of the Existing Warrants, before deducting related placement agent fees and other expenses payable by us, resulting in net proceeds of approximately $2.9 million.

The New Warrants are currently exercisable and expire on November 24, 2028.

On April 2, 2025, we entered into an At The Market Offering Agreement

(the “Sales Agreement”) with Wainwright under which we may offer and sell from time to time through Wainwright, acting as

exclusive sales agent, shares of our common stock having an aggregate offering price of up to $7,650,000.

The Sales Agreement provides

that Wainwright is entitled to a cash commission equal to 3.0% of the aggregate gross proceeds from the sale of any shares of common stock

pursuant to the Sales Agreement in addition to the reimbursement of certain expenses.

The ATM program with Wainwright was suspended on

July 16, 2025, in connection with the 2025 Public Offering (see “Recent Developments - Consummation of July 2025 Public Offering”

below for more information) and we have not yet recommenced the ATM program.

As of the date of this report, we have sold an aggregate

of 2,792,104 shares of our common stock pursuant to the Sales Agreement for aggregate net proceeds of approximately $944,759.

Change in Ownership of AiChat

On June 30, 2025, we increased our ownership interest in AiChat from 85% of its outstanding ordinary shares to 100% of its outstanding ordinary shares in accordance with the terms of the Business Acquisition and Financing Agreement, dated as of July 12, 2024, among the Company, AiChat, AiChat10X Pte.

On June 30, 2025, we increased

our ownership interest in AiChat from 85% of its outstanding ordinary shares to 100% of its outstanding ordinary shares in accordance

with the terms of the Business Acquisition and Financing Agreement, dated as of July 12, 2024, among the Company, AiChat, AiChat10X Pte.

(“AiChat10X”), and Kester Poh Kah Yong (the “AiChat Acquisition Agreement”).

In exchange for the remaining 15% of the outstanding ordinary shares of AiChat, we will issue $240,000 in shares of our common stock (the “Consideration Shares”) to AiChat10X at a 5% discount to the ten (10) day volume weighted average price of our common stock as reported on Nasdaq on the date of issuance.

The Consideration Shares, which have not yet been issued, will be issued no later than December 1, 2025 in accordance with the terms of the AiChat Acquisition Agreement.

Streeterville Note Exchanges

We entered into a note purchase agreement (the “Note Purchase Agreement”) with Streeterville, on August 14, 2024, pursuant to which we issued and sold a secured promissory note (the “Note”), which had a principal balance of $5,455,000 upon its issuance that is due on February 14, 2026.

Under the terms of the Note, Streeterville may redeem up to $545,000 of the Note per month, commencing seven months after the date of issuance of the Note and at any time thereafter until the Note is paid in full.

After we have made five redemption payments in cash, any subsequent redemption payments made in cash will be subject to a 9% redemption premium.

On June 9, 2025, we received a redemption notice from Streeterville for a redemption payment in the amount of $300,000.

We and Streeterville have agreed that we may fully satisfy this redemption payment in shares of common stock, in lieu of cash.

Accordingly, on June 9, 2025, we issued 747,607 shares of common stock to Streeterville in satisfaction of the $300,000 redemption payment due under the Note, at an effective price per share equal to $0.4013, which was below the “Minimum Price” (as defined in Nasdaq Listing Rule 5635(d)).

The number of shares of common stock issued in connection with this exchange was less than 20% of our voting power outstanding prior to the exchange.

On July 2, 2025, we received a redemption notice from Streeterville for a redemption payment in the amount of $350,000.

We and Streeterville have agreed that we may fully satisfy this redemption payment in shares of common stock, in lieu of cash.

Accordingly, on July 7, 2025, we issued 1,267,656 shares of common stock in satisfaction of the $350,000 redemption payment due under the Note, at an effective price per share equal to $0.2761, which was below the “Minimum Price.” The number of shares of common stock to be issued in connection with this exchange was less than 20% of our voting power outstanding prior to the exchange.

Pursuant to the terms of the

AiChat Acquisition Agreement, $240,000 in shares of our common stock were issued to AiChat10X on September 15, 2025 at a 5% discount to

the ten (10) day volume weighted average price of our common stock as reported on Nasdaq on the date of issuance in exchange for the remaining

15% of the outstanding ordinary shares of AiChat.

Consummation of July 2025 Public Offering

On July 16, 2025, we commenced a best efforts public offering (the “2025 Public Offering”) of an aggregate of (i) 13,333,334 shares of our common stock, (ii) Series A-1 warrants (the “Series A-1 Warrants”) to purchase up to an aggregate of 13,333,334 shares of common stock (the “Series A-1 Warrant Shares”) and (iii) Series A-2 warrants (the “Series A-2 Warrants,” and together with the Series A-1 Warrants, the “July 2025 Warrants”) to purchase up to an aggregate of 13,333,334 shares of common stock (the “Series A-2 Warrant Shares,” and together with the Series A-1 Warrant Shares, the “July 2025 Warrant Shares”).

Each share of common stock was sold together with one Series A-1 Warrant to purchase one share of common stock and one Series A-2 Warrant to purchase one share of common stock.

The combined public offering price for each share of common stock and accompanying July 2025 Warrants was $0.15.

Each July 2025 Warrant has an exercise price of $0.15 per share and will be exercisable beginning on the effective date of stockholder approval of the issuance of the July 2025 Warrant Shares (the “Warrant Stockholder Approval”).

The Series A-1 Warrants will expire five years from the effective date of the Warrant Stockholder Approval.

The Series A-2 Warrants will expire twenty-four months from the effective date of the Warrant Stockholder Approval.

The closing of the 2025 Public Offering occurred on July 18, 2025, and resulted in net proceeds to us of approximately $1.56 million, after deducting offering-related fees and expenses payable by us and excluding the net proceeds, if any, from the exercise of the July 2025 Warrants.

Consummation of July 2025 Registered Offering

On July 21, 2025, we entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional accredited investors (the “Investors”) pursuant to which we agreed to issue and sell, in a registered direct offering priced at-the-market under the Nasdaq rules (the “Registered Offering”), 14,285,718 shares of our common stock, at a price per share of $0.35.

The shares of our common stock were offered and sold pursuant to our effective registration statement on Form S-3 (Form No.

333-283284), which was declared effective by the SEC on November 26, 2024, and the base prospectus included therein and the prospectus supplement filed with the SEC on July 22, 2025.

In a concurrent private placement, pursuant to the terms of the Purchase Agreement, we also agreed to issue and sell unregistered warrants (the “Private Placement Warrants”) to purchase up to 14,285,718 shares of common stock (the “Private Placement” and, together with the Registered Offering, the “Offering”) (which offering price is included in the purchase price per share in the Registered Offering).

The Private Placement Warrants have an exercise price of $0.35 per share (subject to customary adjustments as set forth in the Private Placement Warrants), are currently exercisable and have a term of five years from the effective date of the registration statement covering the resale of the shares of common stock issuable upon exercise of the Private Placement Warrants.

The Private Placement Warrants contain customary anti-dilution adjustments to the exercise price, including for share splits, share dividends, rights offerings and pro rata distributions.

The closing of the Offering occurred on July 22, 2025, and resulted in net proceeds to us of approximately $4.5 million, after deducting offering-related fees and expenses payable by us and excluding the net proceeds, if any, from the exercise of the Private Placement Warrants.

Full Repayment of Note to Streeterville

On July 23, 2025, we repaid the outstanding balance on the Note in full using available cash, including proceeds from recent equity offerings.

The payment to Streeterville was in the amount of approximately $4,466,202, representing the outstanding balance as of the date of repayment and a 9% prepayment penalty.

As of July 23, 2025, we have no obligations to Streeterville and no outstanding secured promissory notes or convertible debt instruments at the parent company level.

Impact of Macroeconomic Conditions, Cyclicality and Seasonality on our Business

From April through June 2025, U.S.

inflation remained above the U.S.

Federal Reserve’s stated 2% target, ranging between approximately 2.3% and 2.7%.

In response to continued inflationary pressures, the U.S.

Federal Reserve maintained the target federal funds rate at 4.25% to 4.50% during both its May and June 2025 meetings.

Mortgage rates remained elevated during the second quarter of 2025, with the average 30-year fixed mortgage rate in the high-6% range, with an average mortgage rate of approximately 6.77% in June 2025.

Elevated borrowing costs, combined with limited housing inventory, have continued to constrain affordability and weigh on home purchase activity and mortgage origination volume.

These factors, along with macroeconomic uncertainty, have contributed to slower transaction volumes across much of the housing market.

The residential real estate market is cyclical, with performance influenced by macroeconomic trends, interest rates, credit availability, lending standards and major disruptions in economic or political environments.

Local markets may follow different patterns than national trends, leading to regional variations in activity.

In addition, transaction volumes follow seasonal patterns, typically peaking in the spring and summer and slowing in the fall and winter.

These cyclical and seasonal dynamics, together with prevailing macroeconomic conditions, can create variability in our operating results from quarter to quarter.

Management continues to evaluate the potential effects of current housing market conditions, interest rate trends, and seasonal factors on our operations.

The extent of any impact will depend on future developments, including changes in macroeconomic conditions, housing demand, and regulatory or policy actions, all of which are inherently uncertain and difficult to predict.

We may adjust elements of our strategy, cost structure, or operational focus in response to these developments to mitigate potential adverse effects and position the business for long-term objectives.

On July 16, 2025, we commenced the 2025 Public Offering.

July 2025 Shares sold in such offering was sold together with one Series A-1 Warrant to purchase one share of common stock and one Series

A-2 Warrant to purchase one share of common stock.

The combined public offering price for each of the July 2025 Shares and accompanying

July 2025 Warrants was $0.15.

Each July 2025 Warrant has an exercise price of $0.15 per share and became exercisable beginning on the

Stockholder Approval Date.

The Series A-1 Warrants will expire on October 8, 2030, which is the date that is five years from the Stockholder

Approval Date and the Series A-2 Warrants will expire on October 8, 2027, the date that is twenty-four months from the Stockholder Approval

In connection with the 2025 Public Offering, we also issued the Placement

Agent Warrants to purchase up to 666,667 shares of common stock, which became exercisable as of the Stockholder Approval Date at an exercise

price of $0.1875 per share.

The Placement Agent Warrants will expire five years after the commencement of sales in the 2025 Public Offering.

The closing of the 2025

Public Offering occurred on July 18, 2025, and resulted in net proceeds to us of approximately $1.56 million, after deducting offering-related

fees and expenses payable by us and excluding the net proceeds, if any, from the exercise of the July 2025 Warrants and the Placement

Agent Warrants.

Consummation of Registered Offering and Concurrent Private Placement

On July 21, 2025, we entered into a securities purchase agreement (the

“Purchase Agreement”) with certain institutional accredited investors pursuant to which we agreed to issue and sell the RDO

Shares in the Registered Offering and the Private Placement Warrants in the concurrent Private Placement.

The RDO Shares were offered

and sold pursuant to our Form S-3, which was declared effective by the SEC on November 26, 2024, and the base prospectus included therein

and the prospectus supplement filed with the SEC on July 22, 2025.

The Private Placement Warrants have an exercise price of $0.35 per

share, subject to adjustments set forth therein, are currently exercisable and expire on September 12, 2030, which is five years from

the effective date of the registration statement on Form S-1 (File No.

333-289704) covering the sales of the shares of common stock issuable

upon exercise of the Private Placement Warrants.

In connection with the Registered Offering and concurrent Private Placement, we also

issued RDO Placement Agent Warrants to purchase up to 714,286 shares of common stock, which are currently exercisable at an exercise price

of $0.4375 per share and expire five years after the commencement of sales in the Registered Offering.

The closing of the Registered Offering and concurrent Private Placement

occurred on July 22, 2025, and resulted in net proceeds to us of approximately $4.5 million, after deducting offering-related fees and

expenses payable by us and excluding the net proceeds from the exercise of the Private Placement Warrants and the RDO Placement Agent

Full Repayment of Note Issued to Streeterville

On July 23, 2025, we repaid

the outstanding balance on the Note in full using available cash, including proceeds from recent equity offerings.

The payment to Streeterville

was in the amount of approximately $4,466,202, representing the outstanding balance of the Note as of the date of repayment and a 9% prepayment

As of July 23, 2025, we have no obligations to Streeterville and no outstanding secured promissory notes or convertible debt

instruments at the parent company level.

GTG Financial Rescission and Disposition

On the Rescission Date, we received written notice from the Seller

notifying us of his decision to exercise his right to rescind the transactions contemplated by the SPA.

Such written notice was delivered

pursuant to Section 1.02(a)(iv)(1) of the SPA, which granted the Seller, in his sole discretion, the right to rescind the transactions

contemplated under the SPA if we did not pay the Cash Portion (as defined in the SPA) within 180 days after February 20, 2025 in accordance

with the terms and conditions of the SPA.

On September 8, 2025, we, GTG Financial and the Seller executed a rescission

certificate (the “Certificate”) to memorialize the rescission and the related disposition of GTG Financial by us.

to the terms of the Certificate, the parties agreed to deem the rescission and all related actions effective, for legal and accounting

purposes, as of the Rescission Date.

As a result, (i) we returned to the Seller 100% of the issued and outstanding shares of common stock

of GTG Financial;

(ii) the Seller returned to us 14,063 shares of our Series A Preferred Stock;

and (iii) the Seller returned to us 700,055

shares of our common stock, which shares of Series A Preferred Stock and common stock are no longer deemed issued and outstanding as of

the Rescission Date.

All rights of the Seller as a stockholder of the Company have ceased and terminated in connection with the execution

of the Certificate, effective as of the Rescission Date.

Exercise of Warrants

During the three months ended September 30, 2025, (i) certain holders

of the New Warrants exercised their warrants for cash in full to purchase an aggregate of 7,521,668 shares of common stock, at an exercise

price per share of $0.75, resulting in aggregate gross proceeds to us of approximately $5.6 million, (ii) holders of the Private Placement

Warrants exercised their warrants for cash to purchase an aggregate of 11,552,859 shares of common stock, at an exercise price per share

of $0.35, resulting in aggregate gross proceeds of approximately $4.0 million and (iii) holders of the RDO Placement Agent Warrants exercised

their warrants for cash in full to purchase to an aggregate of 617,856 shares of our common stock, at an exercise price per share of $0.4375,

resulting in additional proceeds to us of approximately $270,000.

Subsequent to the three months ended September 30, 2025, (i) holders

of the Private Placement Warrants exercised their warrants for cash to purchase an aggregate of 1,580,953 shares of common stock, at an

exercise price per share of $0.35, resulting in additional proceeds to us of approximately $550,000 to date, (ii) certain holders of the

July 2025 Warrants exercised their warrants for cash to purchase an aggregate of 23,051,394 shares of our common stock at an exercise

price per share of $0.15, resulting in aggregate gross proceeds to us of approximately $3.5 million, (iii) holders of the Placement

Agent Warrants exercised their warrants for cash to purchase an aggregate of 354,167 shares of our common stock, at an exercise price

per share of $0.1875, resulting in additional proceeds to us of approximately $50,000 and (iv) a holder of the RDO Placement Agent Warrants exercised their warrants for cash to purchase an aggregate

of 7,143 shares of our common stock, at an exercise price per share of $0.4375, resulting in additional proceeds to us of $2,500.

Impact of Macroeconomic Conditions, Cyclicality

and Seasonality on our Business

From July 1, 2025 through

September 30, 2025, U.S.

inflation remained above the Federal Reserve’s stated 2% target, ranging between approximately 2.7% and

3% during the third quarter of 2025.

In response to continued inflationary pressures, the Federal Reserve lowered the target federal funds

rate by 25 basis points to a range of 4.00% to 4.25% at its September 2025 meeting, signaling a sustained cautious approach as inflation

and housing activity moderate.

Mortgage rates remained elevated during the third quarter of 2025,

with the average 30-year fixed mortgage rate in the mid to high 6% range, with an average mortgage rate of approximately 6.30% as of September

Elevated borrowing costs, combined with limited housing inventory, have continued to constrain affordability and weigh on home

purchase activity and mortgage origination volume.

These factors, along with macroeconomic uncertainty, have contributed to slower transaction

volumes across much of the housing market.

The residential real estate

market is cyclical, with performance influenced by macroeconomic trends, interest rates, credit availability, lending standards and major

disruptions in economic or political environments.

Local markets may follow different patterns than national trends, leading to regional

variations in activity.

In addition, transaction volumes follow seasonal patterns, typically peaking in the spring and summer and slowing

in the fall and winter.

These cyclical and seasonal dynamics, together with prevailing macroeconomic conditions, can create variability

in our operating results from quarter to quarter.

Management continues to

evaluate the potential effects of current housing market conditions, interest rate trends, and seasonal factors on our operations.

extent of any impact will depend on future developments, including changes in macroeconomic conditions, housing demand, and regulatory

or policy actions, all of which are inherently uncertain and difficult to predict.

We may adjust elements of our strategy, cost structure,

or operational focus in response to these developments to mitigate potential adverse effects and position the business for long-term objectives.

Critical Accounting Policies

The unaudited condensed consolidated financial statements included in this report have been prepared in accordance with U.S.

GAAP and reflect the application of estimates and assumptions that require significant judgment by management.

These estimates affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures and are based on a combination of historical experience, current business conditions, and other factors available to management.

Actual results could differ materially from those estimates due to the inherent uncertainty in assumptions and external conditions.

There have been no material changes to the Company’s critical accounting policies or the methods used in applying those policies during the three months ended June 30, 2025.

For a full description of our critical accounting policies and significant estimates, refer to the unaudited condensed consolidated financial statements and accompanying notes included in our Form 10-K filed with the SEC, and “Note 2 – Summary of Significant Accounting Policies” to the unaudited condensed consolidated financial statements included in this report.

The unaudited condensed

consolidated financial statements included in this report have been prepared in accordance with U.S.

GAAP and reflect the application

of estimates and assumptions that require significant judgment by management.

These estimates affect the reported amounts of assets, liabilities,

revenue, expenses, and related disclosures and are based on a combination of historical experience, current business conditions, and other

factors available to management.

Actual results could differ materially from those estimates due to the inherent uncertainty in assumptions

and external conditions.

There have been no material

changes to the Company’s critical accounting policies or the methods used in applying those policies during the three and nine months

ended September 30, 2025.

For a full description of our critical accounting policies and significant estimates, refer to the audited consolidated

financial statements and accompanying notes included in our Form 10-K filed with the SEC, and “Note 2 - Summary of Significant Accounting

Policies” to the unaudited condensed consolidated financial statements included in this report.

Results of Operations

Three Months Ended June 30, 2025 Compared with Three Months Ended June 30, 2024

Three Months Ended

September 30, 2025 Compared with Three Months Ended September 30, 2024

Three Months Ended

September 30,

Cost of revenue

3 unchanged sentences

Loss from continuing operations before tax

Loss from discontinued operations before tax

Revenues were $1,252,381 for the three months ended June 30, 2025, compared to $62,353 for the three months ended June 30, 2024, an increase of approximately 1,909%.

Our revenues currently consist of the revenues generated in our technology services segment that we receive directly from, or from services related to, our technologies and acquired companies.

This increase in revenue was primarily driven by revenue generated by reAlpha Mortgage and GTG Financial and AiChat’s conversational AI technology offered to enterprise clients.

reAlpha Mortgage and GTG Financial generated $1,012,262 through mortgage brokerage transactions, which included loan origination fees, broker commissions and processing fees, while AiChat generated $158,660 from subscription fees for its AI conversational technologies.

$ (5,781,324 )

$ (2,034,144 )

were $1,445,137 for the three months ended September 30, 2025, compared to $339,227 for the three months ended September 30, 2024, an

increase of approximately 326%.

Our revenues currently consist of the revenues generated in our technology services segment that we receive

directly from, or from services related to, our technologies and acquired companies.

This increase in revenue was primarily driven by

an increase in revenue generated from both our mortgage brokerage transactions by reAlpha Mortgage and GTG Financial and subscription

fees from AiChat compared to the same period in 2024.

reAlpha Mortgage and GTG Financial generated $1,038,782 through mortgage brokerage

transactions, which included loan origination fees, broker commissions and processing fees compared to $183,128 for the same period in

2024, while AiChat generated $330,992 from subscription fees for its AI conversational technologies offered to enterprise clients, compared

to $92,595 in the same period in 2024.

The increase in mortgage brokerage transaction revenues was mainly due to an increase in operational

efficiency resulting from the full integration of reAlpha Mortgage into our business and the additional revenue generated by GTG Financial.

Revenue derived from GTG Financial’s operations in the amount of $461,552 was recognized during the three months ended September

30, 2025, until the Rescission Date, at which date GTG Financial ceased to be our subsidiary (see “Recent Developments –

GTG Financial Rescission and Disposition” for more information).

As a result, following the Rescission Date, GTG Financial’s

operations did not contribute to our revenues.

Cost of revenue .

Cost of revenue was $630,916 for the three months ended June 30, 2025, compared to $18,250 for the three months ended June 30, 2024, an increase of approximately 3,357%.

This increase reflects direct expenses associated with delivering our loan brokerage services and technology solutions, including compensation-related costs for personnel supporting loan origination and customer interactions from our mortgage subsidiaries, reAlpha Mortgage and GTG Financial.

Cost of revenue was $695,557 for the three months ended September 30, 2025, compared to $113,361 for the three months ended

September 30, 2024, an increase of approximately 514%.

Cost of revenue reflects direct expenses associated with delivering our loan

brokerage services and technology solutions, including compensation related costs for personnel supporting loan origination and

customer interactions from our mortgage subsidiaries.

The increase in cost of revenue was primarily attributable to the expansion of

our mortgage brokerage operations following the acquisitions of reAlpha Mortgage and GTG Financial, which resulted in higher

personnel and processing costs associated with increased loan origination activity compared to the same period in 2024.

revenue incurred in connection with GTG Financial’s operations and loan originations in the amount of $336,865 was recognized

during the three months ended September 30, 2025, until the Rescission Date, at which date GTG Financial ceased to be our subsidiary

(see “Recent Developments – GTG Financial Rescission and Disposition” for more information).

following the Rescission Date, we did not incur any costs related to revenue from GTG Financial’s operations and loan

originations.

Operating expense .

Operating expenses were $4,710,595 during the three months ended June 30, 2025, compared to $1,253,498 for the three months ended June 30, 2024, an increase of approximately 276%.

This increase in operating expenses was primarily driven by the integration of the newly acquired businesses within the technology segment, including reAlpha Mortgage and GTG Financial.

A significant portion of this increase is attributed to salaries of the employees from our recent acquisitions, which salary expenses amounted to $1,538,479, and marketing and advertising expenses related to our advertising campaign which amounted to $1,483,672 In addition, we incurred $440,101 in professional and legal expenses during the three months ended June 30,2025, in connection with our recent capital raising activities (see “Liquidity and Capital Resources” for more information), which activities and related fees were not present in the comparable period in 2024.

Operating expense was $5,698,381 for the three months ended September 30, 2025, compared to $1,851,056 for the three months ended September

30, 2024, an increase of approximately 208%.

This increase in operating expense was primarily driven by an increase in salary expenses

as a result of the integration of our newly acquired businesses, including reAlpha Mortgage and GTG Financial which amounted to $1,655,061,

compared to $507,501 for the same period in 2024 and an increase in marketing and advertising expenses related to our advertising campaign

which amounted to $2,481,015 compared to $212,386 for the same period in 2024.

In addition, we incurred $996,329 in professional and

legal expenses during the three months ended September 30, 2025, in connection with our general corporate services, the GEM litigation

and our recent capital raising activities (see “Liquidity and Capital Resources” for more information), which activities

and related fees were not present in the same period in 2024.

Operating expense incurred in connection with GTG Financial’s operations

in the amount of $124,132 was recognized during the three months ended September 30, 2025, until the Rescission Date, at which date GTG

Financial ceased to be our subsidiary (see “Recent Developments – GTG Financial Rescission and Disposition” for more

information).

As a result, following the Rescission Date, we did not incur any operating expenses related to GTG Financial’s operations.

Other expense.

Other expense was $20,886 for the three months ended June 30, 2025, up from $268,046 in other expenses for the three months ended June 30, 2024.

Other expenses during the three months ended June 30, 2025, mainly consisted of $243,254 in interest expenses, which comprised of $96,769 in interest expenses under the Note (as defined above), $72,501 of original issue discount amortization relating to the Note, $49,364 of Series A Preferred Stock interest, and $125,000 relating to the amortization of commitment fee payable by us in connection with the GEM Agreement.

These expenses were partially offset by non-cash gains of $339,378 from the decrease in fair value of the Series A Preferred Stock liability and a $174,000 decrease in fair value of contingent consideration of reAlpha Mortgage.

Six Months Ended June 30, 2025 Compared with Six Months Ended June 30, 2024

Six Months Ended

Other expense was $832,523 for the three months ended September 30,

2025, compared to $408,954 for the three months ended September 30, 2024, an increase of approximately 104%.

Other expense during the

three months ended September 30, 2025 mainly consisted of $85,242 in interest expenses, $368,769 of loss on extinguishment of debt relating

to the Note, and $125,000 relating to the amortization of the commitment fee payable by us in connection with the GEM Agreement.

increase in other expense was mainly due to the loss on extinguishment of debt relating to the Note in the amount of $368,769, which was

not present in the same period in 2024.

These expenses were partially offset by non-cash gains of $95,495 from the decrease in fair value

of the Series A Preferred Stock liability and a $67,000 decrease in the fair value of contingent consideration of reAlpha Mortgage.

Nine Months Ended September 30, 2025 Compared

with Nine Months Ended September 30, 2024

Nine Months Ended

September 30,

Cost of Revenue

Operating expense

(13,301,152 )

Operating loss

(11,411,440 )

Other expense

Loss from continuing operations before tax

Loss from discontinued operations before tax

Revenues were $2,178,016 for the six months ended June 30, 2025, compared to $82,779 for the six months ended June 30, 2024, an increase of approximately 2,531%.

Our revenues currently consist of the revenues generated in our technology services segment that we receive directly from, or from services related to, our technologies and acquired companies.

This increase in revenue was primarily driven by revenue generated by reAlpha Mortgage and GTG Financial and AiChat’s conversational AI technology offered to enterprise clients.

reAlpha Mortgage and GTG Financial generated $1,764,332 through mortgage brokerage transactions, which included loan origination fees, broker commissions, and processing fees, while AiChat generated $268,212 from subscription fees for its AI conversational technologies.

$ (12,741,692 )

$ (4,792,265 )

were $3,623,153 for the nine months ended September 30, 2025, compared to $422,006 for the nine months ended September 30, 2024, an

increase of approximately 759%.

Our revenues currently consist of the revenues generated in our technology services segment that we

receive directly from, or from services related to, our technologies and acquired companies.

This increase in revenue was primarily

driven by an increase in revenue generated from both our mortgage brokerage transactions by reAlpha Mortgage and GTG Financial and

subscription fees from AiChat’s conversational AI technology offered to enterprise clients compared to the same period in

reAlpha Mortgage and GTG Financial generated $2,803,114 through mortgage brokerage transactions, which included loan

origination fees, broker commissions, and processing fees, compared to $183,128 for the same period in 2024, while AiChat generated

$599,204 from subscription fees for its AI conversational technologies compared to $92,595 in the same period in 2024.

in mortgage brokerage transaction revenues was mainly due to an increase in operational efficiency resulting from the full

integration of reAlpha Mortgage into our business and the additional revenue generated by GTG Financial.

from GTG Financial in the amount of $1,416,352 was recognized during the three months ended September 30, 2025, until the Rescission

Date, at which date GTG Financial ceased to be our subsidiary (see “Recent Developments – GTG Financial Rescission and

Disposition” for more information).

As a result, following the Rescission Date, GTG Financial’s operations did not

contribute to our revenues.

Cost of revenue .

Cost of revenue was $1,037,884 for the six months ended June 30, 2025, compared to $36,499 for the six months ended June 30, 2024, an increase of approximately 2,744%.

Operating expenses.

Operating expenses were $7,651,521 during the six months ended June 30, 2025, compared to $2,488,704 for the six months ended June 30, 2024, an increase of approximately 207%.

This increase was primarily driven by the integration of newly acquired businesses within the technology segment, including reAlpha Mortgage and GTG Financial.

A significant portion of this increase is attributed to salaries of employees from these acquisitions, totaling $2,598,583;

marketing and advertising expenses related to our advertising campaign of $2,002,611;

and professional and legal services expenses of $1,950,202, which consisted of $347,261 related to certain acquisitions completed during this period and $440,101 related to our recent capital raising activities (see “Liquidity and Capital Resources” for more information).

Cost of revenue was $1,733,441 for the nine months ended September

30, 2025, compared to $139,687 for the nine months ended September 30, 2024, an increase of approximately 1141%.

Cost of revenue reflects

direct expenses associated with delivering our loan brokerage services and technology solutions, including compensation related costs

for personnel supporting loan origination and customer interactions from our mortgage subsidiaries.

The increase in cost of revenue was

primarily attributable to higher direct expenses associated with delivering our loan brokerage services and technology solutions, including

compensation-related costs for personnel supporting loan origination and customer interactions at our mortgage subsidiaries, reAlpha Mortgage

and GTG Financial, compared to the same period in 2024.

Cost of revenue incurred in connection with GTG Financial’s operations and

loan originations in the amount of $336,865 was recognized during the three months ended September 30, 2025, until the Rescission Date,

at which date GTG Financial ceased to be our subsidiary (see “Recent Developments – GTG Financial Rescission and Disposition”

for more information).

As a result, following the Rescission Date, we did not incur any costs related to revenue from GTG Financial’s

operations and loan originations.

Operating expense.

Operating expense was $13,301,152 for the nine months ended September

30, 2025, compared to $4,202,728 for the nine months ended September 30, 2024, an increase of approximately 216%.

This increase was primarily

driven by an increase in salary expenses as a result of the integration of our newly acquired businesses within the technology segment,

including reAlpha Mortgage and GTG Financial, which amounted to $4,291,586 compared to $920,144 for the same period in 2024 and an increase

in marketing and advertising expenses related to our advertising campaign that amounted to $4,483,626 compared to $273,458 for the same

period in 2024.

In addition, we incurred professional and legal services expenses of $2,742,220 related to our general corporate services,

the GEM litigation and our recent capital raising activities (see “Liquidity and Capital Resources” for more information),

which activities were not present in the same period in 2024.

Operating expense from GTG Financial in the amount of $513,763 was recognized

during the three months ended September 30, 2025 until the Rescission Date, at which date GTG Financial ceased to be our subsidiary (see

“Recent Developments – GTG Financial Rescission and Disposition” for more information).

As a result, following the Rescission

Date, we did not incur any operating expenses related to GTG Financial’s operations.

Other expense.

Other expenses were $448,979 for the six months ended June 30, 2025, compared to $453,223 for the six months ended June 30, 2024.

This increase was primarily driven by interest expense of $448,501, which consisted of $186,311 related to certain outstanding notes and $145,002 of original issue discount relating to the Note, as well as amortization expenses relating to the $250,000 commitment fee incurred in connection with the GEM Agreement, and a $93,000 increase in the fair value of the reAlpha Mortgage contingent consideration.

Non-GAAP Financial Measures

To supplement our financial information presented in accordance with U.S.

expense was $1,330,252 for the nine months ended September 30, 2025, compared to $871,856 for the nine months ended September 30, 2024,

an increase of approximately 53%.

This increase was primarily driven by interest expense of $582,493, amortization expenses relating to

the $375,000 commitment fee incurred in connection with the GEM Agreement and the loss on extinguishment of debt including amortization

of debt issuance expenses and original issue discounts relating to the Note in the amount of $611,271, which was not present in the same

period in 2024.

These expenses were partially offset by non-cash gains of $243,883 from the decrease in fair value of the Series A Preferred

Stock liability and a $148,000 decrease in fair value of contingent consideration of reAlpha Mortgage.

GAAP Financial Measures

To supplement our financial information presented in accordance with

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.

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 measures may be helpful to investors because it provides consistency and comparability with past financial performance.

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 measures is presented for supplemental informational purposes only, have 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.

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 our 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.

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.

1 unchanged sentence

GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S.

Investors are encouraged to review the related U.S.

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 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.

We use Adjusted EBITDA,

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.

The following table provides a reconciliation of net income to Adjusted EBITDA for the periods presented below:

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

however, it should not be considered a substitute for, or superior to, net income or other financial information prepared

in accordance with U.S.

The following table provides

a reconciliation of net income to Adjusted EBITDA for the periods presented below:

For the Three Months Ended

For the Six Months Ended

$ (4,110,016 )

$ (1,478,312 )

$ (6,960,368 )

September 30,

For the Nine Months Ended

$(12,741,692)

2 unchanged sentences

Amortization of loan discounts and origination fee (1)

Impairment of capitalized software development- work in progress(1)

Non-cash marketing expenses (2)

Impairment of intangible assets

Changes in fair value of contingent consideration (3)

Change in fair value of Series A Preferred Stock(3)

Change in fair value of preferred stock (4)

Loss on extinguishment of debt (5)

GTG deconsolidation gain (6)

Loss (gain) on equity method investments

Interest expense (income)

Interest expense

GEM commitment fee (7)

7 unchanged sentences

$ (3,598,519 )

Represents the impairment of capitalized software due to discontinued development thereof and such software becoming obsolete.

(1) Represents amortization of all debt issuance costs and original issue

discount due to the repayment of the Note issued to Streeterville, including the prepayment penalty.

(2) Represents the non-cash marketing expenses such as the utilization of credits from MMC.

(3) Represents remeasurement gains or losses related to the contingent consideration of reAlpha Mortgage.

Represents non-cash remeasurement gains or losses related to preferred stock issued in the MMC (as defined above) and GTG Financial transactions.

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.

Represents non-cash expenses related to shares of common stock issued to certain employees and RSUs granted to our executive officers and certain employees.

Represents legal and professional fees incurred in connection with the Warrant Inducement (as defined above) and ATM program with Wainwright.

(4) Represents non-cash remeasurement gains or losses related to the shares of Series A Preferred Stock issued

in the MMC transaction.

(5) Represents a loss recognized upon the extinguishment of the debt related

to the Note issued to Streeterville.

(6) Represents a gain recognized upon the rescission of the GTG Financial acquisition.

(7) 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.

(8) Represents non-cash expenses related to shares of common stock issued to certain employees and RSUs granted

to our executive officers and certain employees.

(9) Represents legal and professional fees incurred in connection with the issuance of shares of common

stock and warrants through the 2025 Public Offering, the Registered Offering, the Private Placement, and the ATM program with Wainwright.

Liquidity and Capital Resources

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt services, acquisitions, contractual obligations and other commitments.

Our liquidity and capital resources are critical to our ability to execute our business plan and achieve our strategic objectives.

Accordingly, to the extent that collections from our short-term rentals, if any, and technologies cannot fund our operations, we intend to utilize equity or debt offerings to raise these funds, although volatility in the capital markets may negatively affect our ability to do so.

The cost of capital and historically high-interest rates can also have a direct impact on our ability to raise capital through debt or equity offerings or to pursue acquisitions.

Economic environments yielding higher interest rates with more stringent debt terms such as today’s market environment require larger equity commitments.

This means that, as larger equity commitments are required, we will have less leverage and may have fewer acquisitions overall.

We cannot provide any assurance that we will be able to raise additional funds on acceptable terms, if at all.

Our ability to raise additional capital will depend on various factors, including market conditions, investor demand, and our financial performance.

As of June 30, 2025, we had cash and cash equivalents of approximately $0.58 million, and approximately $3.1 million as of December 31, 2024.

Based on current estimates, we do not believe we have sufficient working capital to meet our financial needs for the 12-month period following June 30, 2025.

As a result, to the extent that our technology services segment does not generate sufficient revenue to fund our operations, we expect to fund operations through additional equity or debt financing, although capital markets volatility may limit our ability to raise funds on acceptable terms.

While we anticipate continued operating losses in the near future, we expect to generate more significant revenues as we continue investing in the commercialization of our products and technologies and acquiring complementary businesses to fund our operating expenses and capital expenditure requirements.

As part of our efforts to increase our liquidity, on April 2, 2025, we entered into an ATM program with Wainwright, under which we may offer and sell from time to time through Wainwright, acting as sales agent, up to $7,650,000 in shares of our common stock, and as of the date of this filing, we have raised gross proceeds $985,448 under this ATM program (see “Note 15 – Stockholders’ Equity (Deficit) – Shelf Registration on Form S-3” and “Note 19 – Subsequent Events” for more information).

Further, on April 6, 2025, we completed the Warrant Inducement (see “Recent Developments – Warrant Inducement Transaction” for more information), pursuant to which, we raised gross proceeds of approximately $3.1 million, and may raise up to an additional $9.4 million from the cash exercise of the New Warrants issued in connection with such transaction, to the extent those warrants are exercised.

Subsequent to June 30, 2025, we also completed two additional equity offerings for the purposes of raising capital.

On July 18, 2025, upon closing the 2025 Public Offering (as defined above), we raised gross proceeds of $2.0 million by selling 13,333,334 shares and accompanying July 2025 Warrants (as defined above) at a combined price of $0.15 per share and accompanying July 2025 Warrants, each of which has an exercise price per share of $0.15.

Once exercisable, we will be able to raise approximately $4.0 million in additional gross proceeds from the cash exercise of the July 2025 Warrants in full, to the extent those warrants are exercised.

Shortly after, on July 22, 2025, we consummated the Registered Offering (as defined above), pursuant to which we sold 14,285,718 shares of common stock at a price per share of $0.35, and, concurrently to such offering, we consummated a private placement to sell the Private Placement Warrants (as defined above) to purchase up to 14,285,718 shares of our common stock at an exercise price of $0.35 per share, in each case to certain institutional accredit investors, pursuant to which Registered Offering and concurrent private placement, we raised an aggregate of $5.0 million in gross proceeds, and we may raise an additional $5.0 in gross proceeds upon the cash exercise of the Private Placement Warrants in full, to the extent those warrants are exercised.

In connection with these offerings, and as compensation for the placement agent of the 2025 Public Offering and Registered Offering (collectively, the “Offerings”), we issued to the designees of Wainwright, the placement agent for the Offerings, certain placement agent warrants to purchase up to an aggregate of 666,667 and 714,286 shares of common stock at an exercise price of $0.1875 per share and $0.4375 per share, respectively.

To the extent these warrants are exercised in full, we will be able to raise an additional $437,500 in the aggregate upon full cash exercise of such warrants.

Additionally, the outstanding Follow-On Warrants (as defined above) remain exercisable at an exercise price of $0.75 per share, which may raise an additional $3.08 million in gross proceeds upon the exercise of such warrants for cash in full, to the extent those warrants are exercised.

With respect to the outstanding GEM Warrants, due to ongoing litigation with GYBL (see “Item 1.

Legal Proceedings – GEM Lawsuit” for more information), we do not expect to raise any proceeds from the exercise of the GEM Warrants while the dispute remains unresolved.

Further, as of the date of this report, there has been no adjustment to the exercise price of the GEM Warrants in connection with the dismissal of our complaint, and our position regarding the GEM Warrants, including the exercise price and subsequent adjustments thereof, remains the same pending resolution of these disputes with GEM.

As a result, we do not expect that the GEM Warrants will be exercised while these disputes are pending, however, if these disputes are not resolved through negotiations and these lawsuits are adversely determined against us, we may be required to adjust the GEM Warrants’ exercise price downward significantly, and we may incur penalties under the GEM Agreement and/or other litigation expenses related to these disputes, which could materially adversely impact our financial statements, cash flows and results of operations.

There is no guarantee that the warrants described above will be exercised prior to their respective expiration dates, and as such, we may receive no proceeds from the exercise of these warrants.

Given the trading price of our common stock and the volatility of our common stock price, we have not included, and do not currently intend to include, any potential cash proceeds from the exercise of these warrants in our short-term liquidity projections.

We will continue to evaluate the probability that the warrants described above are exercised and the merit of including cash proceeds from the exercise thereof in our liquidity projections.

With the proceeds of the Offerings and concurrent private placement, we were able to repay the outstanding balance under the Note in full using cash on hand, which payment was in the amount of approximately $4.46 million.

Upon such payment, we fully satisfied all amounts due under the Note, and we will no longer be subject to redemptions from Streeterville under the Note, which were adversely affecting our liquidity (as further described below under “Contractual Commitments and Obligations”).

Accordingly, following the recent capital raises and full repayment of the Note and based on our current operating plans, assuming we do not raise additional capital through further offerings of our securities, we estimate that our cash and cash equivalents as of the date of this report will be sufficient to fund our operating expenses and capital expenditure requirements until the end of October 2025.

Our business model requires significant capital expenditures to build and maintain the infrastructure and technology required to support our operations.

In addition, we may incur additional costs associated with research and development of new products and services, expansion into new markets or geographies, and general corporate overhead.

As a result, we may require additional financing in the future to fund these initiatives, which may include additional equity or debt financing or strategic partnerships.

If we are unable to obtain additional financing when required, we may be forced to reduce the scope of our operations, delay the launch of new products or services, or take other actions that could adversely affect our business, financial condition, and results of operations.

We may also be required to seek additional financing on terms that are unfavorable to us, which could result in the dilution of our stockholders’ ownership interests or the imposition of burdensome terms and restrictions.

Contractual Commitments and Obligations

On August 14, 2024, we issued the Note to Streeterville under the Note Purchase Agreement (each as defined above), which was a secured promissory note with a principal balance of $5,455,000 upon its issuance that was due on February 14, 2026.

Beginning seven months after the Note’s issuance, Streeterville was able to redeem up to $545,000 per month, payable in cash within three trading days of a written notice.

As of June 30, 2025, we had repaid $1,410,000 pursuant to such redemptions under the Note.

Following our recent capital raises discussed above, on July 23, 2025, we repaid the Note in full by making a payment to Streeterville for an amount of approximately $4,466,202, which included a 9% prepayment penalty.

As of the date of this report, the Note is no longer outstanding and we are no longer subject to making any further cash payments in connection with redemption notices under the Note.

Additionally, in connection with the GTG Financial acquisition, and pursuant to the Stock Purchase Agreement dated as of February 20, 2025 (the “GTG Purchase Agreement”), we are obligated to pay to Glenn Groves (the “Seller”) the cash portion of the consideration payable in connection with the acquisition of GTG Financial (the “Cash Portion”), which consist of cash payments in the aggregate amount of $1,344,750.

The Cash Portion is payable in three tranches as follows:

$403,425 on the 120th day after February 20, 2025 (the “GTG Closing Date”), $403,425 on the 150th day after the GTG Closing Date and $537,900 on the 180th day following the GTG Closing Date.

Further, to the extent that we do not pay the Cash Portion in full by the date that is 180 days of the GTG Closing Date, then, beginning on the 181st day following the GTG Closing Date, the outstanding amount of the Cash Portion will bear interest at a rate per annum equal to 4%.

The Cash Portion outstanding at any time will also become due and payable no later than 60 days after the consummation of a bona fide transaction or series of transactions with the principal purpose of raising capital in the minimum amount of $10.0 million, whether through loans provided to us or through the sale of our equity securities.

While we have raised over $10.0 million in a series of transactions with the principal purpose of raising capital since the GTG Financial acquisition, as discussed above, no payments of the Cash Portion have been made to date.

Given that the 180-day deadline precedes the 60-day trigger tied to the $10.0 million capital raise threshold, the 180-day requirement takes precedence and remains the operative condition for the payment of the Cash Portion.

Beginning on the 181st day, the unpaid balance on the Cash Portion will accrue interest at an annual rate of 4%.

To the extent we have not paid the Cash Portion in full by the 180 th day after the GTG Closing Date, the Seller will be eligible to rescind the transactions contemplated under the GTG Purchase Agreement, which may materially impact our business, results of operations and cash flows.

The following table summarizes our cash flows from operating, investing, and financing activities for the periods presented.

Six-month period

Liquidity describes the

ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital

needs, debt services, acquisitions, contractual obligations and other commitments.

Our liquidity and capital resources are critical to

our ability to execute our business plan and achieve our strategic objectives.

Accordingly, to the extent that revenue from our technologies,

including the reAlpha platform, and services provided by our subsidiaries cannot fund our operations, we intend to utilize equity or debt

offerings to raise these funds, although volatility in the capital markets may negatively affect our ability to do so.

The cost of capital

and historically high-interest rates can also have a direct impact on our ability to raise capital through debt or equity offerings or

to pursue acquisitions.

Economic environments yielding higher interest rates with more stringent debt terms such as today’s market

environment require larger equity commitments.

This means that, as larger equity commitments are required, we will have less leverage

and may have fewer acquisitions overall.

We cannot provide any assurance that we will be able to raise additional funds on acceptable

terms, if at all.

Our ability to raise additional capital will depend on various factors, including market conditions, investor demand,

and our financial performance.

Management has reassessed the Company’s liquidity and financial

condition as of September 30, 2025, and determined that the conditions which previously raised substantial doubt about our ability to

continue as a going concern have improved.

As of September 30, 2025, we had cash and cash equivalents of approximately $9.3 million, compared

to $3.1 million as of December 31, 2024, and an accumulated deficit of $51.0 million.

Based on our current operating plan and projected

cash requirements, management believes that available cash resources are sufficient to fund operations for at least 12 months following

the issuance of the unaudited condensed consolidated financial statements included in this report.

T o the extent that we do not generate

sufficient revenue to fund our operations beyond such 12-month period, we expect to fund operations through additional equity or debt

financing, although capital markets volatility may limit our ability to raise funds on acceptable terms.

While we anticipate continued

operating losses in the near future, we expect to generate more significant revenues as we continue investing in the commercialization

of our products and technologies and acquiring complementary businesses to fund our operating and capital expenditure requirements.

As part of our efforts to increase our liquidity, we completed two

equity offerings.

On July 18, 2025, upon the closing of the 2025 Public Offering, we raised gross proceeds of $2.0 million and in connection

therewith, we also issued the Placement Agent Warrants as partial compensation to Wainwright for the placement agent services it offered

in connection with the 2025 Public Offering (see “Recent Developments – Consummation of July 2025 Public Offering” for

more information).

The majority of the July 2025 Warrants and the Placement Agent Warrants have been exercised, resulting in additional

gross proceeds of approximately $3.5 million, as of the date of this report, and to the extent that the remaining July 2025 Warrants are

exercised in full, we will be able to raise approximately $0.4 million in additional gross proceeds from the cash exercise thereof.

On July 22, 2025, following the closing of the 2025 Public Offering,

we consummated the Registered Offering and concurrent Private Placement.

Upon the closing of such offerings, we raised an aggregate of

$5.0 million in gross proceeds and in connection therewith, we also issued the RDO Placement Agent Warrants as partial compensation to

Wainwright for the placement agent services it offered in connection with the Registered Offering (see “Recent Developments –

Consummation of Registered Offering and Concurrent Private Placement” for more information).

The majority of the Private Placement

Warrants and the RDO Placement Agent Warrants have been exercised, resulting in additional gross proceeds of approximately $4.5 million,

as of the date of this report, and to the extent that the remaining Private Placement Warrants and RDO Placement Agent Warrants are exercised

in full, we will be able to raise approximately $0.4 million in additional gross proceeds from the cash exercise thereof.

Additionally, the outstanding Follow-on Warrants and New Warrants remain

exercisable at an exercise price of $0.75 per share, which warrants, to the extent exercised for cash in full, may raise an additional

$3.8 million in gross proceeds to us.

With respect to the outstanding

GEM Warrants, due to ongoing litigation with GYBL (see “Item 1.

Legal Proceedings - GEM Lawsuit” for more information), we

do not expect to raise any proceeds from the exercise of the GEM Warrants while the dispute remains unresolved.

Further, as of the date

of this report, there has been no adjustment to the exercise price of the GEM Warrants in connection with the dismissal of our complaint,

and our position regarding the GEM Warrants, including the exercise price and subsequent adjustments thereof, remains the same pending

resolution of these disputes with GEM.

As a result, we do not expect that the GEM Warrants will be exercised while these disputes are

pending, however, if these disputes are not resolved through negotiations and these lawsuits are adversely determined against us, we may

be required to adjust the GEM Warrants’ exercise price downward significantly, and we may incur penalties under the GEM Agreement

and/or other litigation expenses related to these disputes, which could materially adversely impact our financial statements, cash flows

and results of operations.

There is no guarantee that the warrants described above will be exercised in full prior to their respective

expiration dates, and as such, we may receive less proceeds from the exercise of these warrants than the total amount that could be received

if all such warrants were exercised.

Given the trading price of our common stock and the volatility of our common stock price, we have

not included, and do not currently intend to include, any potential cash proceeds from the exercise of outstanding warrants in our short-term

liquidity projections.

We will continue to evaluate the probability that the warrants described above are exercised and the merit of including

cash proceeds from the exercise thereof in our liquidity projections.

With the proceeds of the Registered Offering and concurrent Private

Placement, we were able to repay the outstanding balance under the Note in full using cash on hand, which payment was in the amount of

approximately $4.46 million.

Upon such payment, we fully satisfied all amounts due under the Note, and we will no longer be subject to

redemptions from Streeterville under the Note, which were adversely affecting our liquidity.

Our business model requires

significant capital expenditures to build and maintain the infrastructure and technology required to support our operations.

we may incur additional costs associated with research and development of new products and services, expansion into new markets or geographies,

and general corporate overhead.

As a result, we may require additional financing in the future to fund these initiatives, which may include

additional equity or debt financing or strategic partnerships.

If we are unable to obtain additional financing when required, we may be

forced to reduce the scope of our operations, delay the launch of new products or services, or take other actions that could adversely

affect our business, financial condition, and results of operations.

We may also be required to seek additional financing on terms that

are unfavorable to us, which could result in the dilution of our stockholders’ ownership interests or the imposition of burdensome

terms and restrictions.

The following table summarizes

our cash flows from operating, investing, and financing activities for the periods presented.

Nine-month period ended

September 30,

Net cash used in operating activities

1 unchanged sentence

$ (3,806,090 )

Net cash provided by (used in) investing activities

Net cash provided by (used in) financing activities

Net cash used in investing activities

Net cash provided by financing activities

Cash Flows from Operating Activities

For the six months ended June 30, 2025, net cash used in operating activities was $$4,602,029, compared to $2,550,879 for the six months ended June 30, 2024.

The increase is primarily due to higher operating expenses as a result of acquiring companies complementary to our business, including salaries of $2,530,525, marketing and advertising of $2,002,611 and professional and legal fees of $1,745,891.

For the nine months ended September 30, 2025,

net cash used in operating activities was approximately $8.8 million compared to approximately $3.8 million for the nine months ended

September 30, 2024.

The increase is primarily due to higher operating expense as a result of acquiring companies complementary to our

business, including salaries of approximately $4.0 million and professional and legal fees of approximately $2.7 million.

Cash Flows from Investing Activities

For the six months ended June 30, 2025, net cash provided by investing activities was $191,132, compared to $79,423 of net cash used in investing activities for the six months ended June 30, 2024.

This increase is primarily a result of the integration of GTG Financial into our business, which resulted in an increase of $349,529 due to the addition of the cash held by GTG Financial during the six months ended June 30, 2025.

For the nine months ended September 30, 2025, net cash used in investing

activities was $47,573, compared to $368,269 for the nine months ended September 30, 2024.

The decrease is primarily due to an increase

of $156,892 in capitalized software additions, which was partially offset by the cash impact of the GTG acquisition and the subsequent

rescission thereof during the nine months ended September 30, 2025.

Cash Flows from Financing Activities

For the six months ended June 30, 2025, net cash provided by financing activities was $1,874,264, compared to net cash used in financing activities of $143,885 for the six months ended June 30, 2024.

This increase was primarily driven by $331,393 of capital raised through our ATM program, $3,164,063 of proceeds from the exercise of certain warrants in connection with the Warrant Inducement, and $155,481 from the issuance of debt.

These cash inflows were partially offset by the repayment of outstanding debt totaling $1,554,456 and equity issuance cost totaling $235,251 during the six months ended June 30, 2025.

For the nine months ended September 30, 2025, net cash provided by

financing activities was approximately $15.0 million, compared to net cash provided by financing activities of approximately $4.8 million

for the nine months ended September 30, 2024.

This increase was primarily driven by approximately $1.2 million of capital raised through

our ATM programs, approximately $5.6 million in proceeds from the exercise of certain warrants in connection with the warrant inducement

transaction, approximately $4.3 million in proceeds from the exercise of warrants issued in connection with the Private Placement, approximately

$0.3 million in proceeds from the exercise of RDO Placement Agent Warrants, and approximately $7.5 million from the issuance of common

stock in connection with our recent equity offerings (see “Note 14 - Stockholders’ Equity” for more information).

cash inflows were partially offset by the repayment of outstanding debt totaling approximately $4.7 million and equity offering expenses,

such as placement agent fees and other costs related to the equity offerings, totaling approximately $0.9 million during the nine months

ended September 30, 2025.

Off-Balance Sheet Transactions

We do not have any off-balance sheet transactions.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide this information.

We do not have any off-balance

sheet transactions.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

As a smaller reporting company,

we are not required to provide this information.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis