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As filed with the U.S. Securities and Exchange Commission on October 22, 2026

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

–––––––––––––––––––––––––––––––––––––––

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

–––––––––––––––––––––––––––––––––––––––

reAlpha Tech Corp.
(Exact name of registrant as specified in its charter)

–––––––––––––––––––––––––––––––––––––––

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\n\n\n\n\t\t\t\t\t\t Delaware \n\t\t\t\t\t		\n\t\t\t\t\t\t 6500 \n\t\t\t\t\t		\n\t\t\t\t\t\t 86-3425507 \n\t\t\t\t\t
\n\t\t\t\t\t\t (State or other jurisdiction of incorporation or organization) \n\t\t\t\t\t		\n\t\t\t\t\t\t (Primary Standard Industrial Classification Code Number) \n\t\t\t\t\t		\n\t\t\t\t\t\t (I.R.S. Employer Identification Number) \n\t\t\t\t\t

6515 Longshore Loop, Suite 100
Dublin, OH 43017
(707) 732-5742
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

–––––––––––––––––––––––––––––––––––––––

Michael J. Logozzo
Chief Executive Officer
reAlpha Tech Corp.
6515 Longshore Loop, Suite 100
Dublin, OH 43017
(707) 732-5742
(Name, address, including zip code, and telephone number, including area code, of agent for service)

–––––––––––––––––––––––––––––––––––––––

Copies to:

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\n\n\n\n\t\t\t\t\t\t

Nimish Patel
Blake J. Baron
Gabriel Miranda
Mitchell Silberberg & Knupp LLP
437 Madison Ave., 25th Floor
New York, NY 10022
Telephone: (212) 509-3900

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Matthew Bernstein
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Telephone: (212) 370-1300

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–––––––––––––––––––––––––––––––––––––––

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act. (Check one):

\n\n\n\n\t\t\t\t\t\t Large accelerated filer \n\t\t\t\t\t	\n\t\t\t\t\t\t ☐ \n\t\t\t\t\t	\n\t\t\t\t\t\t Accelerated filer \n\t\t\t\t\t	\n\t\t\t\t\t\t ☐ \n\t\t\t\t\t
\n\t\t\t\t\t\t Non-accelerated filer \n\t\t\t\t\t	\n\t\t\t\t\t\t ☒ \n\t\t\t\t\t	\n\t\t\t\t\t\t Smaller reporting company \n\t\t\t\t\t	\n\t\t\t\t\t\t ☒ \n\t\t\t\t\t
		\n\t\t\t\t\t\t Emerging growth company \n\t\t\t\t\t	\n\t\t\t\t\t\t ☒ \n\t\t\t\t\t

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

\n\n\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\n\t\t

\n\n\n\n\t\t\t\t\t\t

Preliminary Prospectus

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Subject to Completion

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Dated October 22, 2026

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$\"\"$

Up to 2,727,272 Shares of Common Stock

Up to 2,727,272 Pre-Funded Warrants to Purchase Up to 2,727,272 Shares of Common Stock

and

Up to 2,727,272 Shares of Common Stock Underlying the Pre-Funded Warrants

We are offering on a best efforts basis up to $3,000,000 of shares of our common stock, or up to 2,727,272 shares of common stock. The assumed public offering price for each share of common stock is $1.10, which is equal to the last reported sale price of our common stock on the Nasdaq Capital Market (“Nasdaq”) on October 12, 2026.

We are also offering up to 2,727,272 pre-funded warrants (the “pre-funded warrants”) to those purchasers whose purchase of shares of common stock in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock following the consummation of this offering in lieu of the shares of our common stock that would result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%). Each pre-funded warrant will be exercisable for one share of common stock at an exercise price of $0.0001 per share. The pre-funded warrants will be exercisable upon issuance and may be exercised at any time until all of the pre-funded warrants are exercised in full. The assumed public offering price for each such pre-funded warrant is $1.0999, which is equal to the last reported sale price of our common stock on Nasdaq on October 12, 2026, minus $0.0001. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of the pre-funded warrants. For each pre-funded warrant sold, the number of shares of common stock sold will be reduced on a 1-for-1 basis. We collectively refer to the shares of common stock and pre-funded warrants offered hereby and the shares of common stock underlying the pre-funded warrants as the “securities.”

There is no established public trading market for the pre-funded warrants, and we do not expect a market to develop. We do not intend to apply for listing of the pre-funded warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the pre-funded warrants will be limited.

This offering will terminate on November 15, 2026, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all the securities purchased in this offering. The public offering price per share of common stock (or pre-funded warrant) will be fixed for the duration of this offering.

We have engaged Maxim Group LLC (the “placement agent” or “Maxim”) to act as our exclusive placement agent in connection with this offering. The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay the placement agent the fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this offering. We may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us. Because there is no escrow account and no minimum number of securities or amount of proceeds, investors could be in a position where they have invested in us, but we have not raised sufficient proceeds in this offering to adequately fund the intended uses of the proceeds as described in this prospectus. See “Risk Factors” for more information regarding risks related to this offering. We will bear all costs associated with the offering. See “Plan of Distribution” for more information regarding these arrangements.

Our common stock is listed on Nasdaq, under the symbol “AIRE”. The last reported sale price of our common stock on Nasdaq on October 21, 2026, was $1.02 per share. We do not intend to list the pre-funded warrants on Nasdaq, any other national securities exchange or any other nationally recognized trading system. We have assumed a public

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offering price of $1.10 per share of common stock, which represents the last reported sale price of our common stock as reported on Nasdaq on October 12, 2026. The final public offering price will be determined through negotiation between us, the placement agent and investors in the offering and may be at a discount to the current market price. Therefore, the recent market price used throughout this prospectus may not be indicative of the final public offering price. The price of our common stock on Nasdaq during recent periods will only be one of many factors in determining the final public offering price. Other factors to be considered in determining the final public offering price include our history, our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and directors, the general condition of the securities markets at the time of this offering and discussions between the placement agent and prospective investors.

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary-Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 8 of this prospectus for a discussion of risks that should be considered in connection with an investment in our securities.

\n\n\n\n\t\t\t\t\t	\n\t\t\t\t\t\t Per Share \n\t\t\t\t\t	\n\t\t\t\t\t\t Per Pre-Funded Warrant \n\t\t\t\t\t		\n\t\t\t\t\t\t Total \n\t\t\t\t\t
\n\t\t\t\t\t\t Public offering price \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t		\n\t\t\t\t\t\t $ \n\t\t\t\t\t		\n\t\t\t\t\t\t $ \n\t\t\t\t\t
\n\t\t\t\t\t\t Placement agent fees(1) \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t		\n\t\t\t\t\t\t $ \n\t\t\t\t\t		\n\t\t\t\t\t\t $ \n\t\t\t\t\t
\n\t\t\t\t\t\t Proceeds to us, before expenses(2) \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t		\n\t\t\t\t\t\t $ \n\t\t\t\t\t		\n\t\t\t\t\t\t $ \n\t\t\t\t\t

____________

(1) We have also agreed to reimburse the placement agent for its legal fees and expenses and other out-of-pocket expenses in an amount up to $150,000, of which the maximum amount of legal fees, costs and expenses shall not exceed $90,000. We refer you to “Plan of Distribution” on page 36 of this prospectus for additional information regarding placement agent compensation.

(2) Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this offering, the actual offering amount, placement agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above. We refer you to “Plan of Distribution” on page 36 of this prospectus for additional information regarding placement agent compensation.

The delivery of the securities offered hereby is expected to be made on or about _____________, 2026, subject to satisfaction of certain customary closing conditions.

This offering is not being made in the Commonwealth of Massachusetts. As a result, natural persons or legal entities that are residents of Massachusetts will not be able to purchase any of our securities in this offering. For additional information, see “Plan of Distribution –– Selling Restrictions” herein.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Sole Placement Agent

Maxim Group LLC

The date of this prospectus is__________, 2026

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TABLE OF CONTENTS

\n\n\n\n\t\t\t\t\t		\n\t\t\t\t\t\t Page \n\t\t\t\t\t
\n\t\t\t\t\t\t ABOUT THIS PROSPECTUS \n\t\t\t\t\t		\n\t\t\t\t\t\t ii \n\t\t\t\t\t
\n\t\t\t\t\t\t PROSPECTUS SUMMARY \n\t\t\t\t\t		\n\t\t\t\t\t\t 1 \n\t\t\t\t\t
\n\t\t\t\t\t\t THE OFFERING \n\t\t\t\t\t		\n\t\t\t\t\t\t 6 \n\t\t\t\t\t
\n\t\t\t\t\t\t RISK FACTORS \n\t\t\t\t\t		\n\t\t\t\t\t\t 8 \n\t\t\t\t\t
\n\t\t\t\t\t\t CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS \n\t\t\t\t\t		\n\t\t\t\t\t\t 14 \n\t\t\t\t\t
\n\t\t\t\t\t\t USE OF PROCEEDS \n\t\t\t\t\t		\n\t\t\t\t\t\t 16 \n\t\t\t\t\t
\n\t\t\t\t\t\t CAPITALIZATION \n\t\t\t\t\t		\n\t\t\t\t\t\t 17 \n\t\t\t\t\t
\n\t\t\t\t\t\t DILUTION \n\t\t\t\t\t		\n\t\t\t\t\t\t 19 \n\t\t\t\t\t
\n\t\t\t\t\t\t SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT \n\t\t\t\t\t		\n\t\t\t\t\t\t 21 \n\t\t\t\t\t
\n\t\t\t\t\t\t DESCRIPTION OF CAPITAL STOCK \n\t\t\t\t\t		\n\t\t\t\t\t\t 23 \n\t\t\t\t\t
\n\t\t\t\t\t\t DESCRIPTION OF SECURITIES WE ARE OFFERING \n\t\t\t\t\t		\n\t\t\t\t\t\t 34 \n\t\t\t\t\t
\n\t\t\t\t\t\t PLAN OF DISTRIBUTION \n\t\t\t\t\t		\n\t\t\t\t\t\t 36 \n\t\t\t\t\t
\n\t\t\t\t\t\t LEGAL MATTERS \n\t\t\t\t\t		\n\t\t\t\t\t\t 39 \n\t\t\t\t\t
\n\t\t\t\t\t\t EXPERTS \n\t\t\t\t\t		\n\t\t\t\t\t\t 39 \n\t\t\t\t\t
\n\t\t\t\t\t\t INCORPORATION OF CERTAIN INFORMATION BY REFERENCE \n\t\t\t\t\t		\n\t\t\t\t\t\t 40 \n\t\t\t\t\t
\n\t\t\t\t\t\t WHERE YOU CAN FIND MORE INFORMATION \n\t\t\t\t\t		\n\t\t\t\t\t\t 41 \n\t\t\t\t\t

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ABOUT THIS PROSPECTUS

You should carefully read this prospectus before deciding to invest in our securities.

We have not, and the placement agent has not, authorized anyone to provide any information or to make any representations other than those contained in, or incorporated by reference into, this prospectus, any amendment or supplement to this prospectus, or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should not assume that the information contained in this prospectus or any applicable prospectus supplement or any applicable free writing prospectus is accurate on any date subsequent to the date set forth on the front cover of the document or that any information that we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus or any applicable prospectus supplement or free writing prospectus is delivered, or securities are sold, on a later date. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: We have not, and the placement agent has not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States.

This prospectus may contain references to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork, and other visual displays, may appear without the ® or ™ symbols. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other company.

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or incorporated herein by reference. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”

Unless otherwise stated or the context otherwise requires, references to the “Company,” “we,” “our” and “us” refer to reAlpha Tech Corp., and, where appropriate, its subsidiaries.

On April 30, 2026, we effected a reverse stock split of our outstanding common stock at a ratio of 1-for-25, for the purpose of complying with Nasdaq Listing Rule 5550(a)(2). All share and per share amounts in this prospectus have been adjusted to reflect the reverse stock split, unless otherwise indicated. However, the share and/or per share information as stated in in our Annual Report on Form 10-K for the year ended December 31, 2025, our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, and our Current Report on Form 8-K filed on March 20, 2026, each of which is incorporated by reference herein, do not give effect to the reverse stock split.

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PROSPECTUS SUMMARY

The following summary highlights information contained or incorporated by reference elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes and other documents incorporated by reference herein, as well as the information under the caption “Risk Factors” herein and under similar headings in the other documents that are incorporated by reference into this prospectus including documents that are filed after the date hereof. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those discussed in the “Risk Factors” and other sections included in or incorporated by reference herein.

Overview

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

Our revenue model revolves around: (i) our homebuying services, which include 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) directly to customers, mainly through the reAlpha platform, and (ii) our technology services, including software development services provided by our subsidiaries Naamche, Inc. (“U.S. Naamche”) and Realpha Nepal Pvt. Ltd. (f/k/a Naamche, Inc. Pvt. Ltd.) (“reAlpha Nepal Pvt Limited” and together with U.S. Naamche, “reAlpha Nepal”) to businesses and the AI-powered conversational platform provided to customers by our subsidiary, AiChat Pte. Ltd. (“AiChat”).

Our total annual revenue opportunity spans the entire homebuying process, including real estate commission-based fees, mortgage origination and title insurance. Based on third-party market data, we estimate that the total annual revenue opportunity across the business lines in which our homebuyer services segment operate in the United States was approximately $145 billion in the aggregate for the fiscal year 2025. To estimate our total annual revenue opportunity, we identified three categories of market opportunities: (i) real estate commissions, (ii) mortgage revenue and (iii) title insurance revenue. We are continuously seeking to expand our offerings in each of these market opportunities through organic growth and acquisitions of complementary business and/or technologies, as further described below.

Real Estate Commissions. We estimate that our total annual revenue opportunity derived from real estate commissions is approximately $85 billion. Our total annual revenue opportunity estimate is derived from real estate commissions on the total dollar value of annual home sales in the U.S., based on Redfin Data Center, which was approximately $1.5 trillion for the fiscal year 2025, multiplied by the average combined buyer and seller agent commission rate of 5.70%, based on Clever Real Estate, which results in a total annual revenue opportunity of approximately $85 billion.

Mortgage. We estimate that our mortgage total annual revenue opportunity, which includes mortgage broker commission and lender production revenue, is approximately $43 billion. This estimate is based on total mortgage originations of approximately $1.92 trillion in fiscal year 2025 and consists of (i) approximately $7.6 billion in broker commissions, calculated by applying a 19.80% broker channel share and a 2.0% average commission rate to that origination base, and (ii) approximately $34.9 billion in lender production revenue, calculated by applying a 51.30% retail channel share and an average mortgage lender production revenue of 3.55% to that same origination base. The origination volume is based on data from Trading Economics, the broker and retail channel shares are based on data from Inside Mortgage Finance, the broker commission rate is based on data from Yahoo Finance, and the lender commission rate is based on data from the Mortgage Bankers Association.

Title Insurance. We estimate that our title insurance total annual revenue opportunity is approximately $17 billion, which is based on the U.S. title insurance revenue for the fiscal year 2025, according to IBISWorld.

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We are actively working to commercialize, enhance and refine our AI technologies to support our homebuying services and technology services and to increase revenue generation. As part of our growth strategy, we also plan 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. To advance such strategy, we have, in recent years, announced the acquisitions of reAlpha Nepal, AiChat, Hyperfast Title LLC (“Hyperfast”), Debt Does Deals, LLC (f/k/a Be My Neighbor and d/b/a reAlpha Mortgage) (“reAlpha Mortgage”) and Prevu, Inc. and its subsidiaries (collectively, “Prevu”), as well as the recent acquisition of InstaMortgage Inc. (“InstaMortgage”) on August 19, 2026 (see “Recent Developments — InstaMortgage Acquisition” for more information). The InstaMortgage acquisition expands our mortgage operations by adding direct lending capabilities to our platform and is expected to meaningfully contribute to our operations through the added revenue from its operations, including the revenue derived from its mortgage originations. From 2015 to 2025, InstaMortgage generated approximately $3.3 billion in residential mortgage loan originations, supported by a full-cycle lending operation spanning origination, underwriting, funding and loan sale.

Before shifting our focus towards the development of our homebuying services and technology services, 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 properties’ 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 the discontinuation of our short-term rental business operations entirely and this discontinuation meets the criteria for being reported as discontinued operations. We currently have two reportable segments: our homebuying services segment and our technology services segment.

Description of Our Segments

Homebuying Services

Our homebuying services segment consists of our (i) realty services offered by Prevu and our reAlpha Realty, LLC entities (collectively, “reAlpha Realty”); (ii) mortgage brokering services offered by reAlpha Mortgage; (iii) direct lending services offered by InstaMortgage and (iv) digital title and escrow services offered by Hyperfast. These services are mainly provided through the reAlpha platform, which supports homebuyers with key tasks such as booking property tours, submitting offer letters, mortgage pre-approval and closing transactions. It also provides detailed market insights and comprehensive property data tailored to users’ areas of interest.

We seek to differentiate ourselves from competitors primarily through the vertical integration of homebuying services (real estate brokerage, mortgage brokering, title and escrow services) within a single platform, which is designed to capture revenue across such homebuying services in a single integrated transaction, the integration of AI into our homebuying services offerings and our rebate, which is further described below. We have integrated AI into our homebuying services offerings through our development of “Claire,” a proprietary, customer-facing AI-powered agent acting as a digital homebuying concierge, and internal AI-powered tools for our loan officers. “Claire” is powered by large language models and provides real-time customer support by answering questions and guiding customers through each step of the homebuying journey through a user-friendly, 24/7 web and iOS interface. “Claire” is complemented by licensed professionals, namely real estate agents and loan officers, who step in when their expertise is needed.

In addition to “Claire,” we use AI-powered internal tools, such as our proprietary AI-powered “Loan Officer Assistant,” which is intended to reduce manual review time for our loan officers, and the AI-powered “Engagement Agent,” which integrates with our customer relationship management system to automate certain intake and scheduling and other pre-application workflows for our loan officers. The “Loan Officer Assistant” 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 while the “Engagement Agent” is designed to accelerate prospective borrower’s connection to loan officers for personalized support, improve prospective borrower engagement and reduce repetitive administrative work related to the intake, follow-up and scheduling processes.

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As part of our strategy to differentiate ourselves from competitors and provide a customer-centric homebuying experience, we offer a rebate to homebuyers using the reAlpha platform.

Under our current rebate structure, homebuyers can receive a rebate of up to 1.0% of the home purchase price when using our realty services and an additional rebate of up to 0.5% of the home purchase price when bundling the mortgage brokering services with our realty services, in each case subject to the limitations, terms and conditions described in the buyer agreement (the “current commission rebate”). The current commission rebate is paid to the homebuyer as a rebate towards closing costs, which is reflected on the settlement statement at closing.

Prior to the implementation of the current commission rebate in mid-January 2026, we offered a rebate whereby eligible homebuyers could receive up to 75% of the buy-side brokerage commission paid in connection with the purchase of a home through the reAlpha platform as a rebate towards closing costs, subject to market-specific commissions and minimums (the “historic commission rebate”). The buy-side brokerage commission was dependent on the geographical market of the home purchased and the percentage of the historic commission rebate available to a homebuyer was 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. Under this model, homebuyers could receive a 25% rebate when using only realty services, 50% when using two services and 75% when using all three services. During the fiscal year ended December 31, 2025, homebuyers who purchased a home with reAlpha Realty or Prevu licensed real estate brokerages received a median rebate of approximately $10,450. The update to the current commission rebate in mid-January 2026 was designed to make the rebate easier for customers to understand.

Currently, all three services (realty, mortgage brokering, and title services) are only available on the reAlpha platform for homebuyers in Florida and Virginia. However, two of the three services are offered to homebuyers in 10 additional U.S. states and the District of Columbia, and at least one service is available in an additional 28 U.S. states. While our homebuying services are currently offered in 40 U.S. states and the District of Columbia, we plan to offer our homebuying services (and expand the capabilities of the reAlpha platform) nationwide, subject to factors such as acquiring and maintaining necessary real estate and mortgage licenses in each U.S. state and the District of Columbia, securing additional multiple listing service data, executing effective national marketing campaigns and building scalable technology infrastructure.

Technology Services

Our technology services segment includes: (i) software development services provided to third-party customers by reAlpha Tech Corp.; (ii) software development and other technology support services provided by reAlpha Nepal to us under an intercompany services agreement; and (iii) the AI-powered conversational platform provided to customers by AiChat. We expect that our technology services segment will benefit from the current 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.

reAlpha Nepal’s Software Development Services

reAlpha Nepal provides services related to the development of technology, AI and applications, as well as other technology support to the reAlpha platform and to third parties. For example, reAlpha Nepal developed the Company’s AI-powered tools such as the proprietary, customer-facing “Claire” and our internal AI-powered “Loan Officer Assistant” and “Engagement Agent.”

AiChat’s Conversational Platform

AiChat provides AI-powered conversational customer experience platforms in the Asia-Pacific (“APAC”) region. AiChat’s conversational platform enables businesses to automate and optimize customer service, marketing, and e-commerce processes through the integration of major messaging channels in the APAC region, including Facebook Messenger, WhatsApp, Instagram, LINE, and KakaoTalk. AiChat also offers customers the ability to integrate their e-commerce platforms with payment gateways, which is powered by Stripe’s financial infrastructure, enabling them to sell products via messaging channels such as WhatsApp Pay directly to their customers. Through these capabilities, AiChat is able to offer customers a comprehensive array of customer service solutions, ranging from customer inquiry and AI-powered recommendations via its AI agents and chatbot capabilities, to completing the purchase through WhatsApp.

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AiChat’s technology is built on conversational and generative AI models, supporting over 270 languages, including regional languages like Singlish and Bahasa. The conversational platform incorporates features such as contextual memory, real-time analytics, and personalized messaging to facilitate customer interactions. Key functionalities of the platform include automated responses, lead qualification, and customer engagement automation. Further, its recently released next-generation AI agents, which include Voice AI and Agentic AI, can provide human-like interactions and personalize responses based on the context of previous conversations, remembering customer preferences and past interactions to deliver more relevant recommendations. With self-learning and multi-turn contextual awareness, AiChat’s next-generation AI agents can scale human-like interactions while maintaining brand consistency, which we believe can improve customer loyalty and overall customer service satisfaction.

AiChat generates revenue through subscription packages of its conversational platforms and next-generation AI agents. These packages are tailored to businesses based on their size, needs and the volume of customer interactions. AiChat offers flexible pricing models, including monthly and annual subscriptions, as well as performance-based pricing for specific integrations and services, such as automated marketing campaigns and e-commerce automation.

Recent Developments

InstaMortgage Acquisition

On August 19, 2026, we completed the acquisition of InstaMortgage pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of August 17, 2026 (the “A&R Merger Agreement”), by and among us, reAlpha Merger Sub I, Inc., InstaMortgage, Shashank Shekhar and Ankur Dhingra (Messrs. Shekhar and Dhingra collectively, the “Stockholders”).

Pursuant to the terms and conditions of the A&R Merger Agreement, we agreed to pay the Stockholders an aggregate amount of $8,500,000, subject to certain closing adjustments, consisting of: (i) $500,000 in cash paid on August 19, 2026, less any applicable withholding tax payable by the Stockholders in accordance with the terms of the A&R Merger Agreement; (ii) $1,500,000 in shares of our common stock issued on August 19, 2026, or 119,903 shares of common stock at a price of $12.51 per share; and (iii) $6,500,000 payable in bi-annual, equal installments over three (3) years following August 19, 2026 (the “Bi-Annual Payments”), either in cash or shares of common stock (the “Additional Payment Purchaser Stock”), at our sole discretion; provided, that at least an aggregate of $1,500,000 of such Bi-Annual Payments shall be paid in the form of cash. The Additional Payment Purchaser Stock to be issued in satisfaction of Bi-Annual Payments, if any, will be valued based on the volume-weighted average of our common stock as reported on Nasdaq for the ten (10) consecutive trading days ending on the date immediately prior to the date on which such issuance is to be made. The Bi-Annual Payments are payable in six (6) equal bi-annual installments, with the first installment due on the six (6) month anniversary of August 19, 2026, with subsequent installments due on each successive six (6) month anniversary thereafter, through the thirty-six (36) month anniversary of August 19, 2026.

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

We qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we have elected to take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

• the requirement that we provide only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure;

• reduced disclosure about our executive compensation in our registration statements, periodic reports and proxy statements;

• an exemption from the requirement that we hold a non-binding advisory vote on executive compensation or golden parachute arrangements; and

• an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

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We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common stock on Nasdaq; (iii) the date on which we have issued more than $1 billion in non-convertible debt during the prior three-year period; or (iv) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC. We may choose to take advantage of some but not all of these exemptions.

In addition, the JOBS Act also provides that an emerging growth company may take advantage of the extended transition period provided in the Securities Act for complying with new or revised accounting standards. An emerging growth company may therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates for new or revised accounting standards.

We are also a “smaller reporting company,” meaning that the market value of our common stock held by non-affiliates is less than $700 million and our annual revenue is less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our common stock held by non-affiliates is less than $250 million or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our common stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our annual report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

Corporate History and Information

reAlpha Tech Corp., the former parent entity of the Company, was originally incorporated in Delaware on November 30, 2020. On April 22, 2021, we incorporated the Company (f/k/a reAlpha Asset Management, Inc.), a subsidiary of our former parent company, in Delaware. Following the short-form merger completed in accordance with Section 253 of Delaware General Corporate Law (“DGCL”) on March 21, 2023, reAlpha Tech Corp. merged with and into reAlpha Asset Management, Inc., with the Company surviving the merger, and subsequently the Company changed its name to reAlpha Tech Corp.

Our common stock is listed on Nasdaq under the symbol “AIRE.”

Our principal executive office is located at 6515 Longshore Loop, Suite 100, Dublin, OH 43017. Our phone number is (707) 732-5742. Our corporate website address is www.realpha.com. The information provided on or accessible through our website is not part of this prospectus.

We are an “emerging growth company” and “smaller reporting company” as defined under U.S. federal securities laws and are subject to reduced public company reporting requirements.

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THE OFFERING

The following summary contains basic information about this offering. The summary is not intended to be complete. You should read the full text and more specific details contained elsewhere or incorporated by reference in this prospectus.

\n\n\n\n\t\t\t\t\t\t Common stock offered by us \n\t\t\t\t\t		\n\t\t\t\t\t\t Up to 2,727,272 shares of common stock. \n\t\t\t\t\t
\n\t\t\t\t\t\t Pre-funded warrants offered by us \n\t\t\t\t\t		\n\t\t\t\t\t\t If the issuance of shares of our common stock to a purchaser in this offering would result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock following the consummation of this offering, then such purchaser may purchase, if they so choose, in lieu of the shares of our common stock that would result in such excess ownership, a pre-funded warrant to purchase shares of our common stock. The purchase price of each pre-funded warrant will equal the price per share of common stock being sold to the public in this offering, minus $0.0001. For each pre-funded warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. Each pre-funded warrant will have an exercise price of $0.0001 per share, will be exercisable upon issuance and may be exercised at any time until all of the pre-funded warrants are exercised in full. This prospectus also relates to the offering of the shares of common stock issuable upon exercise of the pre-funded warrants. \n\t\t\t\t\t
\n\t\t\t\t\t\t Term of the offering \n\t\t\t\t\t		\n\t\t\t\t\t\t This offering will terminate on November 15, 2026, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. \n\t\t\t\t\t
\n\t\t\t\t\t\t Common stock outstanding immediately before this offering \n\t\t\t\t\t		\n\t\t\t\t\t\t 6,006,624 shares of common stock issued and outstanding as of October 12, 2026. \n\t\t\t\t\t
\n\t\t\t\t\t\t Common stock outstanding immediately after this offering(1) \n\t\t\t\t\t		\n\t\t\t\t\t\t 8,733,896 shares of common stock. \n\t\t\t\t\t
\n\t\t\t\t\t\t Use of proceeds \n\t\t\t\t\t		\n\t\t\t\t\t\t We currently intend to use the net proceeds from this offering for working capital and for general corporate purposes, which could include funding operations, supporting growth initiatives, capital expenditures, potential acquisitions, investments in complementary businesses or technologies, or in connection with the settlement of litigation or claims, including ongoing disputes with GYBL (see “Risk Factors – Our ongoing disputes with GYBL may be costly, time consuming and, if adversely determined against us, could result in a significant downward adjustment of the GEM Warrants’ exercise price, and potentially other penalties and expenses, which could have a material adverse effect on our financial position and business operations”). See “Use of Proceeds” on page 16 for a more complete description of the intended use of proceeds from this offering. \n\t\t\t\t\t
\n\t\t\t\t\t\t Risk factors \n\t\t\t\t\t		\n\t\t\t\t\t\t Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus and the risk factors incorporated by reference into this prospectus. \n\t\t\t\t\t

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Nasdaq listing symbol

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Our common stock is listed on Nasdaq under the symbol “AIRE.” There is no established trading market for the pre-funded warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the pre-funded warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of the pre-funded warrants will be limited.

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(1) The number of shares of common stock to be outstanding after this offering is based on 6,006,624 shares outstanding as of October 12, 2026, and excludes:

• 16,475 shares of common stock available for future issuance under the Company’s 2022 Equity Incentive Plan (as amended, the “2022 Plan”);

• 506,753 shares of common stock issuable upon the vesting of outstanding restricted stock units under the 2022 Plan;

• Approximately 10,485 shares of common stock issuable upon the conversion of outstanding shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”);

• 46,078 shares of common stock issuable upon exercise of warrants dated July 22, 2025, at $8.75 per share;

• 3,572 shares of common stock issuable upon exercise of placement agent warrants dated July 22, 2025, at $10.9375 per share;

• 84,529 shares of common stock issuable upon exercise of Series A-1 warrants dated July 18, 2025, at $3.75 per share (the “Series A-1 Warrants”);

• 20,084 shares of common stock issuable upon exercise of Series A-2 warrants dated July 18, 2025, at $3.75 per share (the “Series A-2 Warrants”);

• 12,500 shares of common stock issuable upon exercise of placement agent warrants dated July 18, 2025, at $4.6875 per share;

• 36,634 shares of common stock issuable upon exercise of warrants dated April 7, 2025, at $18.75 per share (the “Inducement Warrants”);

• 164,589 shares of common stock issuable upon exercise of warrants dated November 24, 2023, at $18.75 per share (the “Follow-On Warrants”);

• 1,700,884 shares of common stock issuable upon exercise of warrants dated October 23, 2023, at $371.90 per share (the “GEM Warrants”), the number of shares and exercise price of which have not been adjusted to reflect our reverse stock split (see “Description of Capital Stock — Warrants — GEM Warrants” for more information); and

• shares of common stock that may be issued in connection with our recent acquisitions, including, but not limited to, Prevu and InstaMortgage.

Unless otherwise indicated, all information contained in this prospectus assumes:

• no exercise of the outstanding options or warrants, no conversion of any shares of Series A Preferred Stock, and no settlement of the restricted stock units described in the bullets above; and

• no sale of pre-funded warrants in this offering.

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RISK FACTORS

Investing in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, you should carefully consider the specific risk factors described below and discussed in our annual report on Form 10-K for the year ended December 31, 2025, under the heading “Item 1A. Risk Factors,” and as described or may be described in any subsequent quarterly reports on Form 10-Q under the heading “Item 1A. Risk Factors,” as well as in our other filings with the SEC that are incorporated by reference in this prospectus, together with all of the other information contained in this prospectus. For a description of these reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation by Reference.” If any of these risks or uncertainties actually occur, our business, financial condition, and results of operations could be materially and adversely affected. In that case, the trading price of our securities could decline, and you might lose all or part of the value of your investment.

Risks Related to this Offering

If we are unable to maintain compliance with Nasdaq’s continued listing requirements, our common stock could be delisted and the price and liquidity of our common stock may be adversely affected.

Our common stock may lose value and could be delisted from Nasdaq due to several factors or a combination of such factors. While our common stock is currently listed on Nasdaq, we can give no assurance that we will be able to satisfy the continued listing requirements of Nasdaq in the future, including, but not limited to, the minimum bid price requirement, the minimum stockholders’ equity requirement, the market value of listed securities requirement and the publicly held shares requirement.

As of October 21, 2026, the closing sale price of our common stock on Nasdaq was $1.02 per share. The minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) provides that a company will be below compliance standards if the average closing bid price of a security remains below $1.00 over a period of 30 consecutive trading days. Ordinarily, a company whose bid price falls below $1.00 for 30 consecutive business days receives a 180-day compliance period in which to cure the deficiency. We, however, effected a reverse stock split on April 30, 2026, in order to regain compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2), which minimum bid price requirement deficiency was cured on May 14, 2026, and under Nasdaq Listing Rule 5810(c)(3)(A)(iv), a company that has effected a reverse stock split within the prior one-year period is not entitled to any compliance period for a new bid price deficiency. Instead, Nasdaq would immediately issue a delisting determination (subject to the Company’s right to appeal to a Nasdaq hearings panel) and the Company could face delisting from Nasdaq with no opportunity to cure.

Although we are currently compliant with Nasdaq’s continued listing rules, including the minimum bid price deficiency, we are monitoring the closing bid price of our common stock to consider our options to maintain compliance with the minimum bid price requirement, to the extent we expect to become deficient under such Nasdaq continued listing rule in the future, including effecting a potential reverse stock split. However, there can be no assurance that we will be able to maintain compliance with the minimum bid price requirement or any of the other continued listing requirements of Nasdaq.

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

• a limited availability of market quotations for our common stock;

• a decreased ability to issue additional securities or obtain additional financing in the future;

• reduced liquidity for our stockholders;

• potential loss of confidence by customers, collaboration partners and employees; and

• loss of institutional investor interest.

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

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Our management will have broad discretion over the use of the net proceeds from this offering, you may not agree with how we use the proceeds, and the proceeds may not be used effectively.

Our management will have broad discretion over the use of the net proceeds from this offering, and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. We currently intend to use the net proceeds from this offering for working capital and for general corporate purposes, which could include funding operations, supporting growth initiatives, capital expenditures, potential acquisitions, investments in complementary businesses or technologies, or in connection with the settlement of litigation or claims, including ongoing disputes with GYBL (see “Risk Factors — Our ongoing disputes with GYBL may be costly, time consuming and, if adversely determined against us, could result in a significant downward adjustment of the GEM Warrants’ exercise price, and potentially other penalties and expenses, which could have a material adverse effect on our financial position and business operations”). Nevertheless, due to the number and variability of factors that will determine our use of the net proceeds from this offering, management could use the net proceeds for purposes other than those currently intended. There is no guarantee that management will use the net proceeds effectively and a failure to use the net proceeds effectively could harm our business. See “Use of Proceeds” on page 16 of this prospectus for a description of our proposed use of proceeds from this offering.

We will require additional capital funding, the receipt of which may impair the value of our common stock.

Our future capital requirements depend on many factors, including our research and development, sales and marketing activities. We will need to raise additional capital through public or private equity or debt offerings or through arrangements with strategic partners or other sources in order to continue to execute our business plan. There can be no assurance that additional capital will be available when needed or on terms satisfactory to us, if at all. To the extent we raise additional capital by issuing equity securities, our stockholders may experience substantial dilution and the new equity securities may have greater rights, preferences or privileges than our existing common stock.

We do not intend to pay dividends on our common stock in the foreseeable future.

We have never paid cash dividends on our common stock and currently do not plan to pay any cash dividends on our common stock in the foreseeable future.

Purchasers in this offering may experience immediate and substantial dilution in net tangible book value.

The public offering price per share of common stock and the public offering price of each pre-funded warrant may be substantially higher than the pro forma as adjusted net tangible book value per share of our common stock after giving effect to this offering. Assuming the sale of 2,727,272 shares of our common stock at an assumed public offering price of $1.10 per share, the closing sale price per share of our common stock on Nasdaq on October 12, 2026, assuming no sale of any pre-funded warrants in this offering and after deducting the placement agent fees and commissions and estimated offering expenses payable by us, you may incur immediate dilution in pro forma as adjusted net tangible book value. As a result of the dilution to investors purchasing securities in this offering, investors may receive significantly less than the purchase price paid in this offering, if anything, in the event of the liquidation of our company. See the section entitled “Dilution” below for a more detailed discussion of the dilution you will incur if you participate in this offering. To the extent shares are issued upon exercise of outstanding options or warrants, or conversion of the outstanding shares of Series A Preferred Stock, at exercise or conversion prices, as applicable, lower than the public offering price of our common stock in this offering, you will incur further dilution.

Your ownership may be diluted if additional capital stock is issued upon conversion of derivative securities, including our Series A Preferred Stock, or to raise capital, to finance acquisitions, to repay existing debt or in connection with strategic transactions.

We intend to seek to raise additional funds for our operations, to finance acquisitions, to repay existing debt or to develop strategic relationships by issuing equity or convertible debt securities in addition to the securities issued in this offering, which would reduce the percentage ownership of our existing stockholders. Our board of directors has the authority, without action or vote of the stockholders, to issue all or any part of our authorized but unissued shares of common or preferred stock. Our certificate of incorporation (as amended and restated, the “certificate of incorporation”) authorizes us to issue up to 200,000,000 shares of common stock and 5,000,000 shares of preferred stock. Future issuances of common or preferred stock, including any shares of common stock issuable upon exercise or settlement of our outstanding warrants and restricted stock units, as applicable, and conversion of

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the Series A Preferred Stock held by Mercurius Media Capital LP (“MMC”), which may include shortfall shares (as defined below), would reduce your influence over matters on which stockholders vote and would be dilutive to our stockholders and earnings per share. In addition, any newly issued preferred stock, including our Series A Preferred Stock, could have rights, preferences and privileges senior to those of the common stock. Those rights, preferences and privileges could include, among other things, the establishment of dividends that must be paid prior to declaring or paying dividends or other distributions to holders of our common stock or providing for preferential liquidation rights. These rights, preferences and privileges could negatively affect the rights of holders of our common stock, and the right to convert such preferred stock into shares of our common stock at a rate or price that would have a dilutive effect on the outstanding shares of our common stock.

There is no public market for the pre-funded warrants being offered in this offering.

There is no established public trading market for the pre-funded warrants being offered in this offering, and we do not expect one to develop. In addition, we do not intend to apply to list the pre-funded warrants on any securities exchange or nationally recognized trading system, including The Nasdaq Stock Market. Without an active market, the liquidity of the pre-funded warrants will be limited.

Holders of the pre-funded warrants will have no rights as a common stockholder until they acquire our common stock.

Until holders of the pre-funded warrants acquire shares of our common stock upon exercise of such pre-funded warrants, the holders will have no rights with respect to shares of our common stock. Upon exercise of the pre-funded warrants, holders will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise date.

This is a “best efforts” offering. No minimum amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans, including our near-term business plans.

The placement agent has agreed to use their reasonable best efforts to solicit offers to purchase the securities in this offering. The placement agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. There is no required minimum number of securities that must be sold as a condition to completion of this offering. Because there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, placement agent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth above. We may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to support our continued operations, including our near-term continued operations.

Purchasers who purchase our securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers that purchase without the benefit of a securities purchase agreement.

In addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers that enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract provides those investors with the means to enforce the covenants uniquely available to them under the securities purchase agreement including: (i) timely delivery of securities; (ii) agreement to not enter into any financings for 45 days from the closing date of this offering, subject to certain conditions and exceptions; and (iii) indemnification for breach of contract.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our securities.

Effective June 30, 2020, the SEC implemented Regulation Best Interest requiring that “[a] broker, dealer, or a natural person who is an associated person of a broker or dealer, when making a recommendation of any securities transaction or investment strategy involving securities (including account recommendations) to a retail customer, shall act in the best interest of the retail customer at the time the recommendation is made, without placing the financial or other interest of the broker, dealer, or natural person who is an associated person of a broker or dealer making the recommendation ahead of the interest of the retail customer.” This is a significantly higher standard for broker-dealers to recommend securities to retail customers than before under the Financial Industry Regulatory Authority, Inc. (“FINRA”)

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“suitability rules.” FINRA suitability rules do still apply to institutional investors and require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative or low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information, and for retail customers, broker-dealers must determine the investment is in the customer’s “best interest” and meet other SEC requirements. Both SEC Regulation Best Interest and FINRA’s suitability requirements may make it more difficult for broker-dealers to recommend that their customers buy our securities, which may have the effect of reducing the level of trading activity in our securities. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell our common stock.

Risks Related to Our Business and Financial Condition

We are permanently barred from raising capital in Massachusetts pursuant to a Consent Order.

On April 15, 2022, we entered into a consent order (the “Consent Order”) with the Securities Division of the Office of the Secretary of the Commonwealth of Massachusetts. Under the Consent Order, the Company is barred from offering or selling securities in the Commonwealth of Massachusetts, and ordered to cease and desist from committing future violations of Massachusetts Uniform Securities Act, Mass. Gen. Laws c. 110A (the “Act”), and the regulations promulgated thereunder at 950 Code Mass. Regs. 10.01-14.413. The National Securities Markets Improvement Act of 1996 (“NSMIA”) prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities,” including securities listed on a national securities exchange such as Nasdaq. Due to the fact that our common stock is listed on Nasdaq, our common stock qualifies as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, NSMIA does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. The Consent Order expressly states that it is not intended to be a final order based upon violations of the Act that prohibit fraudulent, manipulative, or deceptive conduct. As a result, there is uncertainty as to whether the Consent Order’s prohibition on offers or sales of our securities in the Commonwealth of Massachusetts is enforceable under federal law. Regardless of this uncertainty, we have not undertaken a legal determination as to the preemption question and are continuing to take steps to comply with the Consent Order. To the extent that the Consent Order is enforceable, our ability to sell securities of the Company is limited to the remaining 49 states and expressly excludes natural persons or legal entities that are residents of the Commonwealth of Massachusetts. Based on information currently available to us, we are not aware of any sales that have been made by the Company in the Commonwealth of Massachusetts since we entered into the Consent Order. However, if an offering of our securities were to result in sales to residents of the Commonwealth of Massachusetts, even inadvertently, it could be viewed as a violation of the Consent Order and could subject us to additional regulatory actions or penalties. A regulatory action, even if it does not result in a finding of wrongdoing or penalty, could require substantial expenditures of time, resources, and money, and could potentially damage our reputation. Any such regulatory action or penalty could adversely affect our business, result of operations or access to capital markets.

Our business is subject to various laws and regulations, including financial protections and securities laws.

We are subject to a variety of laws and regulations relating to financial protection, data privacy, and securities laws. These laws and regulations are constantly evolving and can be subject to significant change. Such laws and regulations are numerous, complex, and frequently changing. If we fail to satisfy such laws and regulations, we may face inquiries or investigations or other government actions, which may be costly to comply with, result in negative publicity, require management’s time and attention, and subject us to remedies that may harm our business, including fines or demands or orders that we modify or cease business practices. Additionally, as we depend on third parties for key services, we rely on such third-party service providers’ compliance with laws and regulations regarding privacy, data protection, consumer protection, securities regulation, and other matters relating to our customers and business activities. Should there be deficiencies in our compliance (including by third-party service providers), this could adversely impact our reputation and could also expose us to material liability and responsibility for damages, fines, or penalties.

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Our independent registered public accounting firm and our management have concluded that there is substantial doubt about our ability to continue as a going concern. We will be unable to continue to operate for the foreseeable future without additional capital.

Our independent registered public accounting firm issued a report dated March 12, 2026, in connection with the audit of our consolidated financial statements for the year ended December 31, 2025, which included an explanatory paragraph describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern, including our recurring losses, cash used in operations, and need to raise additional funds to meet our obligations and sustain our operations. In addition, the notes to our audited financial statements for the year ended December 31, 2025, and unaudited financial statements for the six months ended June 30, 2026, each of which is incorporated by reference into the registration statement of which this prospectus forms a part, contain a disclosure describing the existence of conditions that raise substantial doubt about our ability to continue as a going concern.

Without taking into account the anticipated net proceeds from this offering, we expect that our current cash will be sufficient to support our projected operating requirements for a period of less than one month from the date of this prospectus. Assuming the sale of 2,727,272 shares of our common stock at an assumed public offering price of $1.10 per share, the closing sale price per share of our common stock on Nasdaq on October 12, 2026, and that no pre-funded warrants are sold in this offering, we expect that the net proceeds from this offering will provide us with additional liquidity to fund our operating expenses and working capital needs for approximately the next four months from the date of this prospectus. We, however, may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us and materially impact our ability to fund our operating expenses and business plans. Additionally, even if we sell all of the securities offered hereby, we will need to obtain substantial additional funding to continue our operations, and our ability to continue as a going concern is dependent upon our ability to obtain such additional funding. Adequate additional financing may not be available to us in the necessary timeframe, in the amounts we require, on terms that are acceptable to us, or at all. If we are unable to raise additional capital, our business, prospects, financial condition and results of operations will be materially and adversely affected and we may be unable to continue as a going concern. If we are not able to continue as a going concern, we may have to liquidate our assets and/or seek protection under federal bankruptcy law, and it is likely that holders of our capital stock and holders of securities convertible into our common stock will lose all of their investment. As such, there is uncertainty regarding our ability to maintain liquidity sufficient to operate our business effectively, which raises substantial doubt about our ability to continue as a going concern.

Our ongoing disputes with GYBL may be costly, time consuming and, if adversely determined against us, could result in a significant downward adjustment of the GEM Warrants’ exercise price, and potentially other penalties and expenses, which could have a material adverse effect on our financial position and business operations.

On November 1, 2024, we filed a lawsuit against GEM Yield Bahamas Limited (“GYBL”) in the United States District Court for the Southern District of New York (the “Court”), pursuant to which we asserted two causes of action: (i) rescission of the warrants issued to GYBL (the “GEM Warrants”) pursuant to that certain Share Purchase Agreement, dated as of December 1, 2022 (the “GEM Agreement”), by and among us, GYBL and GEM Global Yield LLC SCS, pursuant to Section 29(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), due to GYBL’s underlying violation of Section 15(a) of the Exchange Act for effecting the GEM Warrants as an unregistered dealer, and (ii) in the alternative, a declaratory judgment that the exercise price adjustment calculation of the GEM Warrants is governed by the terms provided in the GEM Warrants, rather than the terms of the GEM Agreement. Following a motion to dismiss filed by GYBL on January 17, 2025, the Court granted such motion to dismiss on March 14, 2025. On April 15, 2025, we filed an appeal of the Court’s decision dismissing our case to the United States Court of Appeals for the Second Circuit (the “Second Circuit”). The Second Circuit granted the parties’ stipulation to withdraw the appeal on March 12, 2026.

Additionally, following the Court’s grant of GYBL’s motion to dismiss our lawsuit, GYBL filed a separate lawsuit against us, in which GYBL 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. On June 9, 2025, we filed a motion to dismiss this lawsuit from GYBL. GYBL responded to our motion to dismiss on June 23, 2025, asserting that our motion to dismiss should be denied, or, in the alternative, GYBL should be given leave to further amend its complaint. On June 30, 2025, we filed a reply in support of its motion to dismiss. On August 21, 2025, the Court granted, in part, our motion to dismiss

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the amended complaint with respect to GYBL’s claim for declaratory relief concerning the validity and enforceability of the GEM Warrants. The Court denied our motion to dismiss in all other respects. Following the Court’s partial grant and partial dismissal of our motion to dismiss, we filed an answer to GYBL’s amended complaint on September 4, 2025. The parties have reached a preliminary understanding with respect to a potential settlement of the parties’ disputes including this matter, and the parties are negotiating a definitive settlement agreement in accordance with the terms of such understanding. The terms of such potential settlement may include a cash payment, the issuance of shares of our common stock, or a combination of the two, which, to the extent that shares of our common stock are issued, may dilute our existing stockholders. Further, to the extent the terms of any such potential settlement include cash payments, such payments would reduce the cash available to fund our operating expenses and business plans, which would materially impact our financial condition. These discussions are currently ongoing, and we cannot predict the timing or final terms of any potential settlement at this time, including whether any securities will be issued in connection therewith, or whether the parties will enter into a definitive settlement agreement.

Given the ongoing disputes with GYBL, the exercise price of the GEM Warrants have not been adjusted pursuant to the GEM Warrants’ terms while these disputes are pending, and, to the extent any shares of common stock are sold pursuant to an equity offering, for instance, at a price per share that is below the then-current exercise price of the GEM Warrants, we do not plan to adjust the exercise price of the GEM Warrants pending resolution of such disputes. A final adverse ruling against us in pending lawsuits and any subsequent appeals, or in any other claim or counterclaim, as applicable, sought by GYBL, could lead to a significant downward adjustment to the current exercise price of the GEM Warrants, additional expenses incurred related to the lawsuits during the ongoing disputes, including, but not limited to, attorney’s fees, and any other remedies the court may deem just.

Further, any lawsuit and subsequent appeals may be expensive, may divert management’s time away from our operations, and may affect the availability and premiums of our liability insurance coverage, regardless of whether our claims are meritorious, or ultimately lead to a judgment against us. We cannot assure you that we will be able to be successful in lawsuits, or any subsequent appeal, against GYBL or resolve any current or future litigation matters, in which case those litigation matters, including the disputes with GYBL, could have a material and adverse effect on our business, financial condition, operating results and cash flows.

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CAUTIONARY Note Regarding Forward-Looking Statements

This prospectus, and the documents incorporated by reference herein, may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “expect,” “may,” “will,” “should,” “could,” “would,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate” “strategy,” “future,” “likely,” and similar expressions are intended to identify forward-looking statements. Factors that could cause actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to:

• We have a limited operating history, which may adversely affect us;

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

• We may be unable to obtain financing through the debt and equity capital markets, which would have a material adverse effect on our growth strategy and our financial condition and results of operations;

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

• Our ability to maintain the listing of our common stock on Nasdaq;

• If we are unable to successfully identify, consummate or integrate acquisitions into our operations, our business, results of operations, and financial condition could be adversely affected;

• We have integrated, and intend to continue to integrate, artificial intelligence (“AI”) in our operations and services which may result in operational challenges, compliance challenges, reputational concerns, privacy risks and competitive risks, which could have material adverse effects on our financial condition, results of operations, or reputation;

• We have experienced, and expect to continue to experience, significant dilution of our common stock, which may adversely affect the market price of our common stock and make it more difficult to raise capital in the future;

• Compliance with governmental laws, regulations and covenants that are applicable to our business and industries or that may be passed in the future, including those related to the operations of brokerages, title service companies, and other real estate services, may adversely affect our business operations and financial condition;

• Our business depends significantly on the health of the U.S. residential real estate industry and changes in general economic conditions;

• The business and industry in which we participate are highly competitive, and we may be unable to compete successfully with our current or future competitors;

• The reAlpha platform and our services are currently limited to certain geographic markets and if we are unable to successfully expand the reAlpha platform and our services to new markets, our growth prospects, results of operations and financial condition may be adversely affected;

• Our technologies that are currently being developed may not yield expected results or be delivered on time; and

• The market price and trading volume of our common stock may continue to be highly volatile, which could lead to a loss of all or part of a stockholder’s investment.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this prospectus. We have based these forward-looking statements largely on our current expectations about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject

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to a number of risks, uncertainties and assumptions, including those described in “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures, spinouts or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.

You should read this prospectus and the documents that we reference in this prospectus and have filed with the SEC as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

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USE OF PROCEEDS

We estimate that the net proceeds from the offering will be approximately $2.52 million, assuming a public offering price of $1.10 per share of common stock (which is equal to the last reported sale price per share of our common stock on Nasdaq on October 12, 2026), and the sale of all the securities offered under this prospectus, after deducting the placement agent fees and estimated offering expenses payable by us, assuming no sale of any pre-funded warrants. However, because this is a “best efforts” offering and there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, the placement agent’s fees and net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus. Additionally, to the extent we are required to make certain tail fee payments, as described below under “Plan of Distribution,” the net proceeds from this offering may be less than we anticipate. The public offering price per share (or pre-funded warrant) will be fixed for the duration of this offering.

Each $0.25 increase (decrease) in the assumed public offering price of $1.10 per share (the last reported price for our common stock as reported on Nasdaq on October 12, 2026) would change our net proceeds by approximately $0.64 million, assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting the placement agent fees and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase (decrease) of 500,000 in the number of shares we are offering would increase (decrease) the net proceeds to us from this offering, after deducting the placement agent fees and estimated offering expenses payable by us, by approximately $0.52 million, assuming the assumed public offering price stays the same.

We intend to use the net proceeds from this offering for working capital and general corporate purposes, which could include funding operations, supporting growth initiatives, capital expenditures, potential acquisitions, investments in complementary businesses or technologies, or in connection with the settlement of litigation or claims, including ongoing disputes with GYBL (see “Risk Factors – Our ongoing disputes with GYBL may be costly, time consuming and, if adversely determined against us, could result in a significant downward adjustment of the GEM Warrants’ exercise price, and potentially other penalties and expenses, which could have a material adverse effect on our financial position and business operations”). In addition, we may incur further indebtedness, which may include debt financing arrangements, to fund our working capital needs prior to the completion of this offering. In the event that we incur such indebtedness, we expect to use a portion of the net proceeds from this offering for the repayment thereof.

This represents our best estimate based on the current status of our business, but, other than as indicated, we have not reserved or allocated amounts for specific purposes and cannot specify with certainty how or when we will use any of the net proceeds. The actual amounts and timing of our expenditures will depend on various factors, and management will have broad discretion in applying the proceeds from this offering. See “Risks Related to this Offering — Our management will have broad discretion over the use of the net proceeds from this offering, you may not agree with how we use the proceeds, and the proceeds may not be used effectively.”

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CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2026, as follows:

• on an actual basis;

• on a pro forma basis to give effect to: (i) the issuance on August 1, 2026, of 426,848 shares of common stock to satisfy a deferred consideration payment in connection with Prevu’s acquisition, (ii) the historical effects of the InstaMortgage acquisition (see “Recent Developments — InstaMortgage Acquisition”), including the issuance of 119,903 shares of common stock to satisfy the consideration payment due at closing in connection with InstaMortgage’s acquisition, (iii) the issuance of an aggregate of 46,349 shares of common stock underlying restricted stock units that vested and settled subsequent to June 30, 2026, and (iv) the issuance of 39,222 shares of common stock on July 30, 2026 in payment of director compensation for the second quarter of 2026 (collectively, the “pro forma adjustments”); and

• on a pro forma as adjusted basis to give effect to the pro forma adjustments described above and the issuance and sale by us of 2,727,272 shares of common stock in this offering at an assumed public offering price of $1.10 per share, which was the closing price of our common stock as reported on Nasdaq on October 12, 2026, and after deducting estimated placement agent fees and estimated offering expenses payable by us.

The information below is illustrative only. Our capitalization following the closing of this offering will change based on the actual public offering price and other terms of this offering determined at pricing. You should read this table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) and our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2026 and June 30, 2026 (collectively, the “Form 10-Qs”) and the audited consolidated financial statements and related notes and the unaudited condensed consolidated financial statements and related notes contained in the 2025 Form 10-K and the Form 10-Qs, respectively, each of which is incorporated by reference into this prospectus.

\n\n\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\n\t\t

\n\n\n\n\t\t\t\t\t

\n\t\t\t\t\t\t

Actual

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Pro Forma

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Pro Forma
As Adjusted

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Cash

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,230,607

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,287,515

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

4,815,014

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Debt

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Short-term loans – related parties, current portion

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

60,746

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

60,746

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

60,746

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Short-term loans – unrelated parties, current portion

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

185,141

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

185,141

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

185,141

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Other long-term loans – unrelated parties, net of current portion

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

54,872

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

54,872

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

54,872

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Total debt

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

300,759

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

300,759

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

300,759

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Mezzanine Equity

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Series A Convertible Preferred Stock: $0.001 par value; 5,000,000 shares of preferred stock authorized, 1,000,000 designated as Series A Preferred Stock; 256,125 shares issued and outstanding, actual, pro forma and pro forma as adjusted

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

1,096,133

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

1,096,133

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

1,096,133

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Stockholders’ Equity

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Common stock: $0.001 par value; 200,000,000 shares authorized; 5,374,302 shares outstanding as of June 30, 2026; 6,006,624 shares outstanding on a pro forma basis; and 8,733,896 shares outstanding on a pro forma as adjusted basis

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,374

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

6,007

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,734

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Additional paid-in capital

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

69,129,985

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

69,919,600

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

72,444,373

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Accumulated other comprehensive income (loss)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(120,599

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(120,599

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(120,599

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Accumulated deficit

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(63,444,056

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(63,492,568

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(63,492,568

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Non-controlling interests in consolidated entities

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

10,979

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

10,979

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

10,979

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Total stockholders’ equity

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,581,683

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

6,323,419

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,850,919

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Total capitalization

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

6,978,575

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

7,720,311

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

10,247,811

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

Table of Contents

The foregoing table and discussion is based on 5,374,302 shares of common stock outstanding as of June 30, 2026, and excludes, as of such date, the following:

• 307,030 shares of common stock available for future issuance under the 2022 Plan;

• 262,759 shares of common stock issuable upon the vesting of outstanding restricted stock units under the 2022 Plan;

• Approximately 10,397 shares of common stock issuable upon the conversion of outstanding shares of Series A Preferred Stock;

• 46,078 shares of common stock issuable upon exercise of warrants dated July 22, 2025, at $8.75 per share;

• 3,572 shares of common stock issuable upon exercise of placement agent warrants dated July 22, 2025, at $10.9375 per share;

• 84,529 shares of common stock issuable upon exercise of Series A-1 Warrants at $3.75 per share;

• 20,084 shares of common stock issuable upon exercise of Series A-2 Warrants at $3.75 per share;

• 12,500 shares of common stock issuable upon exercise of placement agent warrants dated July 18, 2025, at $4.6875 per share;

• 36,634 shares of common stock issuable upon exercise of the Inducement Warrants at $18.75 per share;

• 164,589 shares of common stock issuable upon exercise of the Follow-On Warrants at $18.75 per share; and

• 1,700,884 shares of common stock issuable upon exercise of the GEM Warrants at $371.90 per share, the number of shares and exercise price of which have not been adjusted to reflect our reverse stock split (see “Description of Capital Stock — Warrants — GEM Warrants” for more information).

In addition, the “Actual” column of the table above does not include the following as of June 30, 2026:

• the preferred stock embedded derivative liability of $4,760,012, which was bifurcated from our Series A Preferred Stock and is carried as a non-current liability, and any potential cash payments or issuance of shortfall shares, in our sole discretion, in connection with the automatic conversion of the shares of Series A Preferred Stock held by MMC (see “Description of Capital Stock — Series A Convertible Preferred Stock — Shortfall” for more information). The derivative liability is remeasured at fair value as of each reporting date, with changes in fair value recognized in earnings, and does not represent an obligation to pay cash. For more information, see “Note 10 — Mezzanine Equity and Preferred Stock Embedded Derivative Liability” to our unaudited condensed consolidated financial statements contained in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, which is incorporated by reference into this prospectus;

• deferred consideration of $1,856,349 payable in connection with our acquisition of Prevu in remaining installments over the period ending in May 2027. Such deferred consideration may be satisfied, at our election, in cash or in shares of our common stock valued by reference to the volume weighted average price of our common stock at the time of issuance. To the extent we elect to satisfy any such payment in shares of common stock, our existing stockholders will experience dilution; and

• contingent consideration of $60,184 (current) and $244,666 (non-current) payable in connection with our acquisition of reAlpha Mortgage, which is measured at fair value and is payable only upon the achievement of specified performance metrics.

In addition, the pro forma and pro forma as adjusted columns do not reflect the deferred consideration of approximately $6,500,000 payable in connection with our acquisition of InstaMortgage, $5,000,000 of which may be satisfied, at our election, in cash or in shares of our common stock (see “Recent Developments — InstaMortgage Acquisition”).

Table of Contents

DILUTION

If you invest in our securities in this offering, your interest will be diluted immediately to the extent of the difference between the public offering price paid by the purchasers of the shares of common stock (and pre-funded warrants) sold in this offering and the as adjusted net tangible book value per shares of common stock after this offering.

As of June 30, 2026, our net tangible book value (deficit) was approximately $(5.91) million, or approximately $(1.10) per share of common stock. Net tangible book value per share represents our total tangible assets, less our total liabilities and mezzanine equity, divided by the number of outstanding shares of our common stock. Dilution represents the difference between the amount per share paid by purchasers in this offering and the as adjusted net tangible book value per share of common stock after the offering.

After giving effect to the pro forma adjustments described above under the section titled “Capitalization,” our pro forma net tangible book value (deficit) as of June 30, 2026, would have been approximately $(11.09) million, or approximately $(1.85) per share of common stock.

After giving effect to the pro forma adjustments described above and the sale and issuance of 2,727,272 shares of common stock in this offering at an assumed public offering price of $1.10 per share, which was the closing price of our common stock as reported on Nasdaq on October 12, 2026, and after deducting estimated placement agent fees and estimated offering expenses payable by us, but without adjusting for any other change in our pro forma net tangible book value (deficit) subsequent to June 30, 2026, our pro forma as adjusted net tangible book value (deficit) would have been approximately $(0.98) per share. This represents an immediate increase in net tangible book value (deficit) of approximately $0.87 per share to our existing stockholders and an immediate dilution of approximately $2.08 to investors purchasing securities in this offering at the assumed public offering price.

The following table illustrates this per share dilution:

\n\n\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\n\t\t

\n\n\n\n\t\t\t\t\t\t Assumed public offering price per share \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t		\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 1.10 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t Net tangible book value (deficit) per share as of June 30, 2026 \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t (1.10 \n\t\t\t\t\t	\n\t\t\t\t\t\t ) \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t		\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t Decrease in net tangible book value per share attributable to the pro forma adjustments \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t (0.75 \n\t\t\t\t\t	\n\t\t\t\t\t\t ) \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t		\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t Pro forma net tangible book value (deficit) per share as of June 30, 2026 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t		\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t (1.85 \n\t\t\t\t\t	\n\t\t\t\t\t\t ) \n\t\t\t\t\t
\n\t\t\t\t\t\t Increase in net tangible book value per share attributable to this offering \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 0.87 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t Pro forma as adjusted net tangible book value (deficit) per share as of June 30, 2026, after giving effect to this offering \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t		\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t (0.98 \n\t\t\t\t\t	\n\t\t\t\t\t\t ) \n\t\t\t\t\t
\n\t\t\t\t\t\t Dilution per share to new investors purchasing shares in this offering \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t		\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 2.08 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t

Each $0.25 increase or decrease in the assumed public offering price of $1.10 per share of common stock would increase or decrease, as applicable, the pro forma as adjusted net tangible book value (deficit) by approximately $0.07 per share of common stock and the dilution to new investors by $0.18 per share, assuming that the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated placement agent fees and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase of 500,000 shares in the number of shares of common stock offered by us would increase our pro forma as adjusted net tangible book value (deficit) by approximately $0.52 million, or approximately $0.11 per share of common stock, and decrease the dilution per share to investors in this offering by approximately $0.11 per share, assuming that the assumed public offering remains the same and after deducting the estimated placement agent fees and estimated offering expenses payable by us. Similarly, a decrease of 500,000 shares in the number of shares of common stock offered by us would decrease our pro forma as adjusted net tangible book value (deficit) by approximately $0.52 million, or approximately $0.12 per share, and increase the dilution per share to investors in this offering by approximately $0.13 per share, assuming that the assumed public offering remains the same and after deducting the estimated placement agent fees and estimated offering expenses payable by us. The information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering as determined between us and the placement agent at pricing.