What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-14 compared with 2025-05-16 · 272 added, 602 removed, 45 unchanged (95% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 most recent Annual Report on Form 10-K for the twelve months ended December 31, 2024, as amended on

May 13, 2025 (the “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.

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.

Business Overview

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 homebuying 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.

reAlpha platform assists homebuyers with tasks such as mortgage pre-approval, booking tours, sending offer letters and completing property

acquisitions.

The reAlpha platform also provides market insights, detailed property data, and uses large language models to answer queries

and facilitate the homebuying process via a user-friendly, 24/7 web platform and iOS application.

The reAlpha platform’s capabilities

are complemented and supported by licensed real estate agents with reAlpha Realty, LLC, our in-house brokerage firm.

Although the reAlpha

platform is currently only available for homebuyers in 20 counties in Florida, we intend to expand its capabilities nationwide by the

end of 2026 depending on numerous factors, including, among other things, our ability to acquire and maintain real estate and mortgage

licenses in all 50 U.S.

states and the District of Columbia, obtain additional MLS data, create and run successful marketing campaigns

nationwide to gain brand recognition and increase our geographical reach and build a scalable technology infrastructure.

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

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,

and its Nepal counterpart entity Naamche, Inc.

(collectively, “Naamche”), AiChat Pte.

Ltd (“AiChat”),

Hyperfast Title LLC (“Hyperfast”), Debt Does Deals, LLC (d/b/a Be My Neighbor) (“Be My Neighbor”) and GTG Financial,

(“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.

instance, as a result of the acquisition of Be My Neighbor 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 homebuying 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.

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)

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 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.

states, and mortgage brokering services are available to homebuyers in 30 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.

Technology Services

We seek to differentiate ourselves

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

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.

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, Be My Neighbor, Hyperfast

and GTG Financial.

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 2.5% 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 homebuying 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 one homebuying service, 50% when

using two homebuying services and 75% when using all three homebuying 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 homebuying services provided thereunder.

the reAlpha platform is currently only available for homebuyers in 20 counties in Florida, we intend to expand its capabilities 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 reAlpha platform will remain under limited availability for homebuyers in 20 counties in Florida.

While the reAlpha platform

is under limited availability, we will continue offering standalone mortgage brokerage services through our subsidiaries, Be My Neighbor

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, 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.

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

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 homebuying 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 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 .

Recent Developments

ATM Program Termination

December 19, 2024, we entered into an At the Market Sales Agreement (as amended from time to time, the “Sales Agreement”)

with A.G.P./Alliance Global Partners (“A.G.P.”).

In accordance with the terms of the Sales Agreement, on March 24, 2025, we

provided notice to A.G.P.

of our election to terminate the Sales Agreement, which termination was effective on March 29, 2025.

March 24, 2025, the Company had sold an aggregate of 160,879 shares of common stock pursuant to the Sales Agreement, resulting in gross

proceeds of $231,235.

Designation of

Series A Convertible Preferred Stock

February 20, 2025, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred

Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, designating 1,000,000 shares

of the 5,000,000 shares of the authorized but unissued class of the Company’s stock known as preferred stock as Series A Convertible

Preferred Stock (the “Series A Preferred Stock”).

Series A Preferred Stock has a stated value of $20 per share (the “Stated Value”), and a conversion price per share of $20

per share, subject to adjustments provided in the Certificate of Designation (the “Conversion Price”).

The holders of outstanding

shares of Series A Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares of common stock into

which the shares of Series A Preferred Stock held by such holder are convertible at the Conversion Price as of the record date for determining

stockholders entitled to vote on any matter presented to the stockholders of the Company for their action or consideration at any meeting

of stockholders of the Company (or by written consent of stockholders in lieu of meeting).

Further, commencing on the issuance date of

a share of Series A Preferred Stock, each such share of Series A Preferred Stock outstanding and not converted into common stock will

accrue dividends on a daily basis at a per annum rate of 3.0% of the Stated Value, which dividends will be payable no later than 60 calendar

days after the end of each Dividend Period (as defined in the Certificate of Designation) in accordance with and subject to the terms

and conditions of the Certificate of Designation (the “Preferred Dividends”).

If any shares of Series A Preferred Stock are

converted in accordance with and subject to the terms and conditions of the Certificate of Designation on a Conversion Date (as defined

in the Certificate of Designation) during the period after the last day of a Dividend Period and prior to the close of business on the

corresponding Dividend Record Date (as defined in the Certificate of Designation) for such Dividend Period, and the Company has not paid

the entire amount of the Preferred Dividends payable for such corresponding Dividend Period, then the amount of Preferred Dividends with

respect to such shares of Series A Preferred Stock will be added to the Liquidation Amount (as defined below) for purposes of such conversion,

which Liquidation Amount is the amount, as of any date and with respect to any share of Series A Preferred Stock, equal to the sum of

(x) the Stated Value and (y) accrued but unpaid dividends, if any, on such share of Series A Preferred Stock (the “Liquidation Amount”).

If any shares of Series A Preferred Stock are instead converted in accordance with and subject to the terms and conditions of the Certificate

of Designation on a Conversion Date during the period after the close of business on any Dividend Record Date and prior to the close of

business on the corresponding Dividend Payment Date (as defined in the Certificate of Designation), then the amount of Preferred Dividends

with respect to such shares of Series A Preferred Stock (the “Residual Payments”), at the Company’s option, will either

(x) be paid in cash on or prior to the date of such conversion or (y) if not paid in cash, be added to the Liquidation Amount for purposes

of such conversion.

Series A Preferred Stock ranks:

(i) senior to all of the common stock, (ii) senior to any class or series of capital stock of the Company

hereafter created specifically ranking by its terms junior to any Series A Preferred Stock (“Junior Securities”), (iii) on

parity with any class or series of capital stock of the Company hereafter created specifically ranking by its terms on parity with the

Series A Preferred Stock (“Parity Securities”) and (iv) junior to any class or series of capital stock of the Company hereafter

created specifically ranking by its terms senior to any Series A Preferred Stock (“Senior Securities”), in each case, as to

distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily.

the event of the Company’s liquidation, dissolution or winding up, holders of the Series A Preferred Stock will be entitled to,

subject to the superior rights of the holders of any Senior Securities, (i) receive, in preference to any distributions of any of the

assets, whether capital or surplus, of the Company to the holders of the common stock and Junior Securities and pari passu with

any distribution to the holders of Parity Securities, (a) any Residual Payments and (b) the Liquidation Amount with respect to such shares

of Series A Preferred Stock, in each case, before any payments shall be made or any assets distributed to holders of any class of common

stock or Junior Securities;

and (ii) participate pari passu with the holders of common stock (on an as-converted to common stock

basis and disregarding for such purpose any Beneficial Ownership Limitation (as defined in the Certificate of Designation)) in the remaining

distribution of the net assets of the Company available for distribution.

Series A Preferred Stock is convertible at the option of the holder at any time during the period beginning on the date of issuance of

such Series A Preferred Stock and ending on the date that is 3 years following the respective issuance date thereof (the “Conversion

Period”) into a number of Conversion Shares (as defined below) equal to the Liquidation Amount of such share of Series A Preferred

Stock divided by the Conversion Price, subject to any Beneficial Ownership Limitation.

On the business day after the expiration of the

Conversion Period of a Series A Preferred Stock, each such share of Series A Preferred Stock will automatically convert into a number

of Conversion Shares equal to the Liquidation Amount of such shares of Series A Preferred Stock divided by the Conversion Price, subject

to any Beneficial Ownership Limitation.

Acquisition of

GTG Financial, Inc.

February 20, 2025, we entered into a Stock Purchase Agreement (the “GTG Purchase Agreement”) with GTG Financial and Glenn

Groves, an individual (the “Seller”), pursuant to which the Company acquired from the Seller 100% of the issued and outstanding

shares of common stock of GTG (the “Acquired Shares”), a mortgage brokerage company, the closing of which transaction (the

“Closing” and the date of the Closing, the “GTG Closing Date”) took place simultaneously with the execution of

the GTG Purchase Agreement.

to and subject to the terms and conditions of the GTG Purchase Agreement, the Company agreed to pay to the Seller an aggregate purchase

price of up to $4,200,000 for the Acquired Shares, subject to the adjustments described below, consisting of:

(i) $281,250 (the “Preferred

Consideration”) in 14,063 shares of Series A Preferred Stock (as defined below) (the “Preferred Shares”), each of which

is convertible into shares of our common stock at a conversion price of $20 per share of Series A Preferred Stock (the “Conversion

Shares”), in accordance with the terms and conditions of and subject to the adjustments set forth in the Certificate of Designation;

(ii) $1,287,000 in 700,055 restricted shares of common stock (the “Company Shares”), at a price per share of $1.84 calculated

based on the volume weighted average price of the common stock as reported on the Nasdaq Capital Market (the “VWAP”) for the

7 calendar days immediately prior to the GTG Closing Date and payable to the Seller within 90 days from the GTG Closing Date;

(iii) $1,344,750

payable in cash (the “Cash Portion”) to the Seller as follows:

(A) 30% of the Cash Portion payable on the 120-day anniversary

of the GTG Closing Date, (B) 30% of the Cash Portion payable on the 150-day anniversary of the GTG Closing Date and (C) 40% of the Cash

Portion payable on the 180-day anniversary of the GTG Closing Date;

and (iv) up to an aggregate of $1,287,000 in potential earn-out payments,

payable in three tranches of up to $429,000 in cash or restricted shares of common stock (the “Earn-Out Shares”), at the Company’s

sole discretion and subject to the adjustments described below, each of which is calculated based on a formula set forth in the GTG Purchase

Agreement and subject to the achievement of certain financial metrics by GTG for three successive measurement periods of 12 months, with

the first measurement period ending 12 months following the 1st of the month after the GTG Closing Date (collectively, the “GTG

Earn-Out Payments,” and each, an “GTG Earn-Out Payment”).

Specifically, each GTG Earn-Out Payment will be payable in

full if GTG achieves certain revenue and EBITDA thresholds for each of the measurement periods, each of which is payable within 120 days

after the end of a measurement period.

If GTG does not meet the revenue and EBITDA threshold for a measurement period, a pro-rated amount

of the GTG Earn-Out Payment for such measurement period will be paid to GTG based on the actual revenue and EBITDA achieved in accordance

with the formula set forth in the GTG Purchase Agreement.

Further, if GTG exceeds the revenue and EBITDA thresholds for any measurement

period, the GTG Earn-Out Payment for such measurement period will not be capped and will be increased accordingly based on the formula

set forth in the GTG Purchase Agreement.

Additionally,

the GTG Purchase Agreement provides that, to the extent that, upon an Automatic Conversion (as defined in the Certificate of Designation),

the aggregate value for the Conversion Shares on the Automatic Conversion Date (as defined in the Certificate of Designation) is less

than the Preferred Consideration, as determined based on the VWAP of such Conversion Shares on the Automatic Conversion Date, then the

Company will pay for such difference in value in cash or in shares of common stock (the “Shortfall Shares,” and together with

the Conversion Shares, Company Shares and Earn-Out Shares, the “GTG Shares”), at the Company’s sole discretion, payable

or issuable to the holder, as applicable, no later than 30 calendar days after the Automatic Conversion Date.

Further, to the extent that

the Company does 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% and the

Seller will have the right, at the Seller’s sole discretion and to the extent permitted by law, to rescind the transactions contemplated

under the GTG Purchase Agreement, in which case the Seller will return any and all consideration paid by the Company in exchange for all

the Acquired Shares, and the Company will return the Acquired Shares to the Seller, in each case in accordance with and subject to the

terms and conditions of the GTG Purchase Agreement.

The Cash Portion outstanding at any time will also become due and payable no later

than 60 days after the Company’s consummation of a bona fide transaction or series of transactions with the principal purpose of

raising capital in the minimum amount of $10,000,000, whether through loans provided to the Company or through the sale of the Company’s

equity securities.

aggregate amount of GTG Shares issuable under the GTG Purchase Agreement, for purposes of complying with Nasdaq Listing Rule 5635, may

in no case exceed 19.99% of our outstanding common stock (the “Cap Amount”) immediately prior to the execution of the GTG

Purchase Agreement, or 9,206,230 shares, without stockholder approval of any shares exceeding such amount.

In the event the GTG Shares

issuable pursuant to the GTG Purchase Agreement exceed the Cap Amount, the Company will pay the Seller cash in lieu of such excess shares

of common stock, based on a formula set forth in the GTG Purchase Agreement.

Advertising Agreement

and Investment Agreement with Mercurius Media Capital LP

March 7, 2025, we simultaneously entered into an Advertising Agreement (the “Advertising Agreement”) and an Investment Agreement

(the “Investment Agreement,” and together with the Advertising Agreement, the “Transaction Documents”) with Mercurius

Media Capital LP (“MMC”).

In accordance with the Transaction Documents, the Company agreed to issue and sell to MMC 250,000

shares of Series A Preferred Stock for an aggregate purchase price of $5,000,000 (the “Consideration”).

The Consideration

was paid to the Company in the form of a Credit (as defined in the Advertising Agreement) issued by MMC to the Company at the closing

date in accordance with the terms and subject to the conditions set forth in the Advertising Agreement.

the Advertising Agreement, the Company will have until December 31, 2025, or, if extended pursuant to the terms of the Advertising Agreement

at the request of the Company (the “Extension Period”), March 31, 2026 (such term, as extended pursuant to the terms of the

Advertising Agreement, the “Credit Term”), to utilize its Credit with MMC to purchase advertisements in the Media (as defined

in the Advertising Agreement) related to the Company’s products, services, brands and business, on the terms and subject to the

conditions set forth in the Advertising Agreement.

Any unused portion of the Credit at the expiration of the Credit Term will be forfeited

by the Company, subject to the compliance of MMC with the terms and obligations set forth in the Advertising Agreement.

To the extent

the original Credit Term is extended in accordance with the terms of the Advertising Agreement, the Company will only be able to utilize

a maximum of $1,000,000 of the remaining Credit during such Extension Period.

In order to purchase advertisements in the Media, the Company

will be required to submit Media Credit Orders (as defined in the Advertising Agreement) to MMC, and, upon receipt of those Media Credit

Orders by MMC, the Credit relating to those will be deemed used, provided that all advertisements relating to such Media Credit Order

run on the Media in accordance therewith no later than 90 days after the last date specified in the applicable Media Credit Order, and,

to the extent the advertisements do not run in the applicable Media, such Credit shall be re-added to the Company’s overall Credit

to be used during the Credit Term.

Each of MMC and the Company may terminate the Advertising Agreement at any time in the event of a Material

Breach (as defined in the Advertising Agreement) by the Company or MMC, provided that such Material Breach, if capable of cure or remedy,

has not been cured or remedied by such defaulting party within 60 days of the receipt of written notice of such Material Breach by the

defaulting party.

Additionally,

the Investment Agreement further provides that, to the extent that the aggregate value of the Conversion Shares issued upon the

Automatic Conversion is less than the Consideration, as determined based on the closing price of our common stock, as reported on

the Nasdaq Stock Market (“Nasdaq”) on the applicable Automatic Conversion Date, then the Company shall pay for such

difference in cash or in shares of common stock (the “MMC Shortfall Shares,” and together with the Conversion Shares

issuable to MMC, the “MMC Shares”), at the Company’s sole discretion, no later than 30 calendar days after the

Automatic Conversion Date, on the terms and subject to the conditions set forth in the Investment Agreement.

The Investment

Agreement further provides that at any time during the 2-month period beginning on the closing date of the transactions contemplated under the Transaction Documents, MMC had the right, but not the

obligation, to reinvest up to an additional $5,000,000 in the aggregate in the Company on the same terms and conditions as those set

forth in the Transaction Documents.

As of the date of this filing, MMC’s reinvestment right has expired unexercised.

aggregate amount of MMC Shares issuable under the Investment Agreement, for purposes of complying with Nasdaq Listing Rule 5635, may in

no case exceed the Cap Amount immediately prior to the execution of the Investment Agreement, or 9,228,411 shares, without stockholder

approval of any MMC Shares exceeding such amount.

In the event the MMC Shares issuable pursuant to the Investment Agreement exceed the

Cap Amount, the Company will pay MMC cash in lieu of such excess MMC Shares, based on a formula set forth in the Investment Agreement.

Mutual Settlement

and Release Agreement with Unreal Estate Inc.

November 29, 2024:

(i) we entered into a Membership Interest Purchase Agreement (the “MIPA”), with Unreal Estate LLC

(the “Unreal”), USRealty Brokerage Solutions, LLC (“US Realty”) and Unreal Estate Inc.

Estate”), pursuant to which, on November 20, 2024 we acquired from the Unreal 100% of the membership interests of US Realty

that were outstanding immediately prior to the execution of the MIPA;

(ii) we entered into a Letter Agreement (the “Letter

Agreement”), with Unreal and Unreal Estate, pursuant to which we agreed to purchase an aggregate amount of $600,000 of

convertible promissory notes from Unreal Estate in a series of six installments;

and (iii) Unreal Estate issued and sold to us,

pursuant to the terms of the Letter Agreement, a convertible promissory note in the original principal amount of $60,000 (the

“Unreal Note,” and together with the MIPA and the Letter Agreement, the “Agreements”).

March 19, 2025, we entered into a Mutual Settlement and Release Agreement (the “Settlement Agreement”), with Unreal Estate,

to resolve certain claims and disputes between us and Unreal Estate related to their respective obligations under the Agreements and the

transactions contemplated thereby.

Pursuant to the Settlement Agreement, we agreed to pay Unreal Estate a total sum of $80,000 in cash

within one business day following Unreal Estate’s execution and delivery of the Settlement Agreement, and the parties agreed that

we will retain full ownership of and control over the membership interests of US Realty that we had acquired pursuant to the Purchase

Settlement Agreement also includes a mutual release of claims whereby each of the Company and Unreal Estate agreed (on behalf of themselves

and their respective affiliates, successors and assigns) to release the other party of any known and unknown claims arising out of or

related to the Agreements and other specified agreements entered into in connection therewith, subject to certain exceptions only with

respect to the release of claims given by us.

to and as a result of the Settlement Agreement, the Unreal Note was cancelled and the parties confirmed the termination of the

Letter Agreement.

April 2, 2025, we entered into an At The Market Offering Agreement (the “Offering Agreement”) with H.C.

Wainwright & Co.,

LLC (“Wainwright.”).

In accordance with the terms of the Offering Agreement, we may offer and sell from time to time through

Wainwright, acting as sales agent, shares of our common stock having an aggregate offering price of up to $7,650,000 (the “Placement

The Placement Shares will be issued pursuant to our shelf registration statement on Form S-3 (File No.

333-283284) filed

with the SEC on November 15, 2024, and declared effective on November 26, 2024.

The Company filed a prospectus supplement dated April

2, 2025, with the SEC in connection with the offer and sale of the Placement Shares.

Warrant Inducement

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

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.

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.

exercise of the New Warrants and issuance of the New Warrant Shares is subject to stockholder approval (the “Stockholder Approval”)

in accordance with Nasdaq Listing Rule 5635(d).

On May 5, 2025, we filed a definitive information statement on Schedule 14C related to

the necessary Stockholder Approval, which approval will become effective on May 25, 2025, which is 20 calendar days after the mailing

of the definitive information statement on Schedule 14C to the holders of our capital stock as of April 14, 2025.

Recent Legal Challenges

to Sales Agents’ Commission Structure

developments in the real estate industry have seen increased scrutiny and legal challenges related to the structure of real estate

agent commissions.

Legal actions and regulatory inquiries have been initiated to examine the fairness, transparency, and potential

anticompetitive practices associated with the traditional commission model.

Courts and regulatory bodies may be increasingly focused

on ensuring transparency in commission structures, potentially leading to reforms that impact the earnings and business models of

real estate professionals.

Changes in legislation or legal precedents could impact the standard practices of commission-sharing

between listing agents and buyer’s agents and may adversely affect our business model and revenues.

On October 31, 2023, a

federal jury in Missouri found that the NAR and certain companies conspired to artificially inflate brokerage commissions, which

violates federal antitrust law.

The judgment was appealed on October 31, 2023, while these and other plaintiffs have filed similar

lawsuits against a number of other large real estate brokerage companies.

or about March 15, 2024, NAR agreed to settle these lawsuits, by agreeing to pay $418 million over approximately four years, and changing

certain of its rules surrounding agent commissions.

This settlement resolves claims against NAR and nearly every NAR member;

territorial and local REALTOR® associations;

all association-owned MLSs;

and all brokerages with an NAR member as principal whose

residential transaction volume in 2022 was $2 billion or below and is subject to court approval.

Due to this litigation, and effective

as of August 17, 2024, NAR has implemented a new rule that prohibits offers of compensation on MLS listings and requires written agreements

between buyers and buyer’s agents.

indications suggest that these changes are already prompting shifts in industry practices as a result of the NAR lawsuit.

For instance,

discussions are underway regarding potential changes to rules established by local or state real estate boards or multiple listing services.

These changes may necessitate adjustments in brokers’ business models, including alterations in agent and broker compensation structures,

as well as requiring buyers to sign separate agreements to compensate their agents.

We believe that we are well-positioned to take advantage

of some of these potential industry changes.

Given that the reAlpha platform offers commission refunds tied to the use of integrated homebuying

services, we believe that homebuyers that have access to the reAlpha platform may choose our platform over seeking traditional agents

to conduct their property search and acquisition to avoid paying additional buyer’s agents fees through these separate agreements.

Additionally, we expect that our competitors will need to develop mechanisms and plans to enable buyers to negotiate commissions, which

may add another layer of complexity into real estate transactions.

We believe that the reAlpha platform will remove such layer by offering

all these services – including negotiations of fees through our AI negotiation helper – in one platform, while providing buyers

with a commission refund on all homes purchased through the reAlpha platform.

NAR litigation and its ramifications, however, remain uncertain and could cause unforeseen turmoil in our industry, the impacts of which

could have a negative effect on us as an industry participant.

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.

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

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.

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.

(“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.

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.

Critical Accounting Policies

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

generally accepted accounting

principles (“U.S.

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.

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 March 31, 2025.

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

the condensed consolidated financial statements and accompanying notes included in our Form 10-K filed with the Securities and Exchange

Commission (the “SEC”), and “Note 2 – Summary of Significant Accounting Policies” to the condensed consolidated

financial statements included in this report.

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.

Results of Operations

Three Months Ended

March 31, 2025 Compared with Three Months Ended March 31, 2024

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

Three Months Ended

5 unchanged sentences

Loss from discontinued operations before tax

Revenues were $925,635 for the three months ended March 31, 2025 compared to $20,426 for the three months ended March 31, 2024, an increase

of approximately 4,432%.

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 Be My Neighbor and GTG Financial and AiChat’s conversational AI technology offered to enterprise clients.

Be My Neighbor and

GTG Financial generated $386,594 through mortgage brokerage transactions, which included loan origination fees, broker commissions, and

processing fees, while AiChat generated $109,552 from subscription fees for its AI conversational technologies.

Cost of revenue was $406,968 for the three months ended March 31, 2025, compared to $18,249 for the three months ended

March 31, 2024, an increase of approximately 2,130%.

This increase was primarily driven by the integration of GTG Financial into our operations

of $217,609, which primarily includes direct expenses associated with delivering our loan brokerage services and technology solutions,

such as compensation-related expenses for roles supporting loan origination and customer interactions.

Operating expenses were $2,940,925 during the three months ended March 31, 2025, compared to $1,308,835 for the three months

ended March 31, 2024, an increase of approximately 125%.

This increase in operating expenses was primarily driven by the integration of

the newly acquired businesses within the technology segment, including Be My Neighbor 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 $803,435, marketing

and advertising expenses related to our advertising campaign of $442,155 and professional and legal services expenses of $347,261 incurred

in connection with our recent acquisitions.

Other (expense) income.

Other expenses were $428,093 for the three months ended March 31, 2025, compared to $111,548 for the three months ended March 31,

2024, an increase of approximately 284%.

This increase was primarily driven by the interest accrued on that certain secured promissory

note (the “Note”), which was issued to Streeterville Capital, LLC (the “Lender”) pursuant to that certain Purchase

Agreement, dated August 14, 2024 (the “Purchase Agreement”), in the amount of $113,542, the amortization expense of the original

issue discount of the Note in the amount of $72,501 and the amortization expense of the commitment fee related to our equity facility

with GEM Yield Bahamas Limited (“GYBL”) and GEM Global Yield LLC SCS (“GEM Global,” and together with GYBL, “GEM”),

in the amount of $125,000.

Non-GAAP Financial

To supplement our financial

information presented in accordance with U.S.

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.

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.

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.

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

Cost of revenue

Operating expense

Operating loss

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.

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).

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.

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 measures 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 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 as a tool for comparison.

A reconciliation

is provided below for our non-U.S.

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

A reconciliation is provided below for our non-U.S.

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

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

We use Adjusted EBITDA, a non-U.S.

GAAP financial measure, to evaluate our operating performance and facilitate comparisons across periods and with peer companies.

We reconcile our Adjusted EBITDA to our net income (loss) adjusted to exclude interest expense, depreciation and amortization, 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 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.

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

For the Three Months Ended March 31,

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 )

$ (2,897,357 )

Adjusted to exclude the following

Depreciation and amortization

Changes in fair value of contingent consideration

Interest expense

Amortization of loan discounts and origination fee

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

Changes in fair value of contingent consideration(2)

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

Loss (gain) on equity method investments

Interest expense (income)

GEM commitment fee (4)

Share-based compensation (5)

Equity offering costs(6)

Acquisition-related expenses

Adjusted EBITDA

Reflects the amortized original issue discount related to the Note (as defined above).

This pertains to the commitment fee of $1 million in connection with the GEM equity facility, which has been amortized over a period of 24 months.

Compensation provided to employees for services through share-based awards, which is recognized as a non-cash expense.

(4) Expenses related to acquisitions, including professional and legal

fees, which are excluded from U.S.

GAAP financial measures to provide a clearer view of ongoing operational performance.

$ (3,474,092 )

$ (1,147,511 )

$ (5,286,098 )

$ (2,236,601 )

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

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.

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.

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.

We had cash and cash equivalents of approximately $1.2 million as of

March 31, 2025 and approximately $3.1 million as of December 31, 2024.

Based on our estimates, we believe we do not have sufficient working

capital to meet our financial needs for the 12-month period following March 31, 2025.

Further, based on our current operating plans,

to the extent the Lender (as defined above) does not redeem additional portions of the Note (as further described below) and we do not

raise additional capital through any offering of our securities, we estimate that our cash and cash equivalents as of March 31, 2025,

will be sufficient to fund our operating expenses and capital expenditure requirements into the third quarter of 2025.

Accordingly, to

the extent that collections from our operations in the technology services segment cannot fund our operations, we intend to utilize equity

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

part of these efforts, we previously utilized our At the Market (“ATM”) program with A.G.P.

to raise working capital, and

as of the date of this report, we raised approximately $231,235 in gross proceeds through such ATM program prior to its termination (see

“Recent Developments – ATM Program Termination” and “Note 15 – Stockholders’ Equity (Deficit)”

for more information).

Further, on April 2, 2025, we entered into the Offering Agreement with Wainwright (each as defined above), pursuant

to which we are able to raise up to $7.65 million in gross proceeds through sales of our common stock with Wainwright acting as sales

agent, which we expect to utilize from time to time to fund our operations (see “Recent Developments – ATM Offering”

for more information).

We also recently completed the Warrant Inducement (as defined above) that resulted in gross proceeds to us of approximately

$3.1 million, which provided us with additional liquidity to meet our financial needs (see “Recent Developments – Warrant

Inducement Transaction” for more information).

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.

We may also receive proceeds

from the cash exercises of the warrants in connection with our public offering from November 2023 (the “Follow-On Warrants”),

which currently have an exercise price of $0.75 per share.

We believe the likelihood that any Follow-On Warrant holders will exercise

their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our common stock.

We believe that if the trading price for our common stock is less than $1.44 per share, it is unlikely that the holders of the Follow-On

Warrants will exercise them.

Further, due to the ongoing disputes with GYBL regarding the warrants issued to them on October 23, 2023

(the “GEM Warrants”), pursuant to that certain Share Purchase Agreement among us and GEM, dated December 1, 2022 (the “GEM

Agreement”), including our claims that the GEM Warrants are void and subject to rescission under Section 29(b) of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”) there is uncertainty about the enforceability of the GEM Warrants and

On January 17, 2025, GYBL moved to dismiss our complaint relating to this dispute, and, on March 14, 2025, such motion to dismiss

our complaint relating to our complaint was granted.

Further, on March 19, 2025, GYBL filed a lawsuit against us, which is asserting two

causes of action against us:

(1) breach of the terms of the GEM Warrants, and (2) declaratory relief concerning the validity and enforceability

of the GEM Warrants.

In addition to the declaratory relief, GYBL is seeking monetary damages in an amount to be determined at trial, specific

performance of the GEM Warrants and attorneys’ fees and litigation costs.

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.

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.

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.

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

August 14, 2024, we entered into the Purchase Agreement with the Lender (each as defined above) to issue and sell a secured promissory

note worth $5,455,000.

As of March 31, 2025, we have incurred $435,000 original issue discount expenses related to the Note.

in accordance with the Note and related Purchase Agreement, beginning seven months after issuance, the Lender may redeem up to $545,000

of the Note per month, which amount will be due and payable in cash within three trading days of our receipt of a written redemption notice

from the Lender.

The redemption feature of

the Note may require us to make redemption payments at the request of the Lender, which redemptions may have a material adverse effect

on our cash flows, results of operations and ability to pay our debts as they come due, and we may not have the required funds to pay

such redemptions, which could result in an event of default under the Note.

As of the date of this report, we have made redemption payments

in the aggregate amount of $1,090,000 pursuant to written redemption notices sent by the Lender.

The Note and related Purchase Agreement

also contain restrictive covenants on our ability to issue securities, which may further impact our ability to raise capital to meet our

redemption payments or other obligations and expenses as they are due.

Additionally,

as part of the GTG Financial acquisition, and pursuant to the GTG Purchase Agreement (as defined above), we are obligated to pay to the

Seller (as defined above) the Cash Portion (as defined above), which consist of cash payments in the aggregate amount of $1,344,750, which

are payable in three tranches as follows:

$403,425 on the 120th day after the GTG Closing Date (as defined above), $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

The Cash Portion outstanding at any time will also become due and payable no later than 60 days after the Company’s consummation

of a bona fide transaction or series of transactions with the principal purpose of raising capital in the minimum amount of $10,000,000,

whether through loans provided to the Company or through the sale of the Company’s equity securities.

The Cash Portion payments

may have a material adverse effect on our cash flows, results of operations and ability to pay our debts as they come due, and, to the

extent we do not have the required funds to pay for such Cash Portions 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 further 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.

Three-month period

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

Net cash used in operating activities

4 unchanged sentences

Cash Flows from Operating Activities

For the three months

ended March 31, 2025, net cash used in operating activities was $2,267,102, compared to $1,527,238 for the three months ended March 31,

The increase is primarily due to higher operating expenses as a result of our recently acquired companies, including salaries of

$1,060,104 and professional and legal fees of $742,159.

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.

Cash Flows from Investing Activities

For the three months

ended March 31, 2025, net cash provided by investing activities was $244,554, compared to $19,700 of net cash used in investing activities

for the three months ended March 31, 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 three months ended March 31,

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.

Cash Flows from Financing Activities

For the three months ended

March 31, 2025, net cash provided by financing activities was $103,004, compared to net cash used in financing activities of $71,286 for

the three months ended March 31, 2024.

This increase was primarily due to the $231,235 of capital raised through our ATM program.

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.

Off-Balance Sheet Transactions

1 unchanged sentence

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required

to provide this information.

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