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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 6-K

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REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2022

Commission File Number: 001-40442

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THE REAL BROKERAGE INC.

(Registrant)

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133 Richmond Street West, Suite 302

Toronto, Ontario M5H 2L3 Canada

(Address of Principal Executive Offices)

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Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☐            Form 40-F  ☒

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	THE REAL BROKERAGE INC.
	(Registrant)
Date March 18, 2022	By	/s/ Tamir Poleg
		Tamir Poleg
		Chief Executive Officer

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EXHIBIT INDEX

Exhibit		Description of Exhibit
99.1		Press Release dated March 18, 2022 –The Real Brokerage Inc. Announces Fourth Quarter and Full Year 2021 Financial Results

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The Real Brokerage Inc. Announces
Fourth Quarter and Full Year 2021
Financial Results

Achieves 612% year over year revenue growth in Q4 2021 to US $50 million and 635% year over year revenue growth in FY 2021 to US $122 million

TORONTO and NEW YORK, March 18, 2022 /PRNewswire/ -- The Real Brokerage Inc. ("Real" or the "Company") (TSXV: REAX) (NASDAQ: REAX), an international, technology-powered real estate brokerage, is pleased to announce it has filed its financial results for the three and twelve months ended December 31, 2021.

Additional information concerning Real's audited consolidated financial statements and related management's discussion and analysis for the three and twelve months ended December 31, 2021 can be found on the Company's profile at www.sedar.com. Unless otherwise stated, all dollar amounts are in thousands of U.S. dollars.

Financial Highlights

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"We continue to experience rapid growth through the combination of increases in number of agents and revenue per agent," said Tamir Poleg, co-founder and CEO of Real. "Looking ahead we are focused on adding ancillary services and building consumer facing technology, that further improves the home buying experience. Doing so will also add more revenue streams and increase our total addressable market as we expand into the online real estate industry. Importantly, we feel we have a sustainable business model with $38 million on our balance sheet and operating at cash flow positive."

Operational Highlights

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The Company will discuss the results on a conference call and live webcast today at 11:00 a.m. EST.

Details of the conference call are listed below:

Date:	Friday, March 18, 2022
Time:	11:00 a.m. EST*
Dial-in Number:	North American Toll Free: 877-545-0523
	International: 973-528-0016
Access Code:	489522
	https://www.webcaster4.com/Webcast/Page/2699/44802
Replay Number:	North American Toll Free: 877-481-4010
	International: 919-882-2331
Passcode:	44802
Webcast Replay	https://www.webcaster4.com/Webcast/Page/2699/44802
	*Participants are encouraged to dial in 5 to 10 minutes before the beginning of the conference call.

About Real

Real (www.joinreal.com) is a technology-powered real estate brokerage operating in 41 U.S. states, the District of Columbia, and Ontario and Alberta, Canada. Real is building the future, together with more than 4,000 agents and their clients. Real creates financial opportunities for agents through better commission splits, best-in-class technology, revenue sharing and equity incentives.

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Contact Information

For additional information, please contact:
The Real Brokerage Inc.
Caroline Glennon
thunder11@therealbrokerage.com
1+201-564-4221

Investors, for more information, please contact:
Hayden IR
James Carbonara
james@haydenir.com 
646-755-7412

Non-IFRS Measures

This news release includes reference to "Adjusted EBITDA", which is a non-International Financial Reporting Standards ("IFRS") financial measure. Non-IFRS measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Adjusted EBITDA is used as an alternative to net income by removing major non-cash items such as amortization, interest, stock-based compensation, current and deferred income tax expenses and other items management considers non-operating in nature. Adjusted EBITDA has no direct comparable IFRS financial measures. The Company has used or included this non-IFRS measures solely to provide investors with added insight into Real's financial performance. Readers are cautioned that such non-IFRS measure may not be appropriate for any other purpose. Non-IFRS measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.

The following table reconciles the non-IFRS measure to the most comparable IFRS measure for the three and twelve months ended December 31, 2021.  This measure does not have any standardized meaning under IFRS and is not a measure of financial performance under IFRS, and therefore, may not be comparable to similar measures presented by other companies.

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Forward-Looking Information

This press release contains forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as "seek", "anticipate", "believe", "plan", "estimate", "expect", "likely" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions. These statements reflect management's current beliefs and are based on information currently available to management as at the date hereof. Forward-looking information in this press release includes, without limiting the foregoing, expectations regarding Real's growth and the business and strategic plans of the Company.

Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to Real's business objectives, expected growth, results of operations, performance, business projects and opportunities and financial results. Real considers these assumptions to be reasonable in the circumstances. However, forward-looking information is subject to known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied in the forward-looking information. These factors should be carefully considered and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, Real cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and Real assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release, and the NASDAQ has neither approved nor disapproved the contents of this press release.

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The Real Brokerage Inc

Consolidated Statement of Financial Position

(unaudited)

		December 31, 2021			December 31, 2020
Assets
Cash		29,082			21,226
Restricted cash		47			47
Investment securities available for sale at fair value		8,811			-
Trade receivables		254			117
Other receivables		23			221
Prepaid expenses and deposits		448			89
Current assets		38,665			21,700
Intangible assets		451			-
Goodwill		602			-
Property and equipment		170			14
Right-of-use assets		109			193
Non-current assets		1,332			207
Total assets		39,997			21,907
Liabilities
Accounts payable and accrued liabilities		6,604			815
Other payables		3,351			64
Lease liabilities		91			85
Current liabilities		10,046			964
Lease liabilities		40			130
Accrued stock-based compensation		2,268			15
Warrants outstanding		639			-
Non-current liabilities		2,947			145
Total liabilities		12,993			1,109
Equity (Deficit)
Share premium		63,397			21,668
Stock-based compensation reserve		6,725			2,760
Deficit		(30,127	)		(18,448	)
Other Reserves		(347	)		-
Treasury Stock, at cost		(12,644	)		-
Equity (Deficit) attributable to Owners		27,004			5,980
Non-controlling interests		-			14,818
Total liabilities and equity		39,997			21,907

The Real Brokerage Inc

Consolidated Statement of Loss and Comprehensive Loss

(unaudited)

					Three months ended December 31,						Twelve months ended December 31,
					2021			2020			2021			2020
Revenue					50,479			7,090			121,681			16,559
Cost of sales					46,371			6,342			110,587			14,405
Gross profit					4,108			748			11,094			2,154
General & Administrative expenses					3,378			1,404			10,573			3,658
Marketing expenses					3,790			456			7,808			905
Research and development expenses					682			258			3,979			405
Other income					(249)			(167)			(249)			(168)
Operating loss					(3,493)			(1,203)			(11,017)			(2,646)
Listing expenses					-			32			-			835
Finance costs					352			111			662			140
Net Loss					(3,845)			(1,346)			(11,679)			(3,621)
Unrealized losses on available for sale investment portfolio					(352)			-			(352)			-
Foregign currency translation adjustment					4			-			5			-
Compreshensive Loss					(4,193	)		(1,346	)		(12,026	)		(3,621	)
Loss per Share
Basic and diluted loss per share					(0.02	)		(0.01	)		(0.07	)		(0.04	)

The Real Brokerage Inc

Non-GAAP Net Income (loss) to Adjusted EBITDA Reconciliation

(In thousands)

		Three months ended December 31,						Twelve months ended December 31,
		2021			2020			2021			2020
Net Income (loss)		(4,193	)		(1,346	)		(12,026	)		(3,621	)
Non operating expenses
Interest		699			111			1,009			140
Depreciation		83			32			213			91
Stock-based compensation		494			802			5,207			1,138
Listing expenses		-			-			-			459
NASDAQ listing expenses		(99	)		-			356			-
Restructuring expense		54			-			117			-
Adjusted EBITDA		(2,962	)		(401	)		(5,124	)		(1,793	)

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The Real Brokerage Inc

Non-GAAP Net Income (loss) to Adjusted EBITDA Reconciliation
(In thousands)

		Three months ended December 31,									Twelve months ended December 31,
		2021						2020			2021			2020
Cash flows from operating activities
Loss for the period		(4,193				)		(1,346	)		(12,026	)		(3,621	)
Adjustments for:
- Depreciation		84						25			213			91
- Equity-settled share-based payment transactions		1,110						802			4,030			1,138
- Listing expenses		3						-			-			459
- Gain on available for sale investment portfolio		(223				)		-			(223	)		-
- Unrealized loss on available for sale investment portfolio		352						-			352			-
- Finance costs (income), net		254						112			565			140
		(2,613				)		(407	)		(7,089	)		(1,793	)
Changes in:
- Trade receivables		21						53			(137	)		(61	)
- Other receivables		-						(199	)		198			(211	)
- Prepaid expenses and deposits		112						(29	)		(359	)		(56	)
- Accounts payable and accrued liabilities		649						(167	)		5,789			479
- Stock Compensation Payable (RSU)		1,184						15			2,253			15
- Other payables		2,303						6			3,287			24
Net cash provided by (used in) operating activities		1,656						(728	)		3,942			(1,603	)
Cash flows from investing activity
Investments in securities		(50				)		-			(8,940	)		-
Purchase of property and equipment		(107				)		(9	)		(172	)		(16	)
Acquisition of subsidiaries consolidated for the first time (a)*		1						-			(1,099	)		-
Net cash provided by (used in) investing activity		(156				)		(9	)		(10,211	)		(16	)
Cash flows from financing activities
Proceeds from private placement		-						-			-			2,088
Additional proceeds from Qualifying Transaction		-						-			-			321
Proceeds from exercise of warrants		-						-			26,475			-
Proceeds from Pipe Transaction		-						20,401			-			20,401
Proceeds from issuance of convertible debt		-						-			-			250
Proceeds from loans and borrowings		-						(170	)		-			-
Purchases of Common Shares for Restricted Share Unit (RSU) Plan		(8,872				)		-			(12,644	)		-
Proceeds from exercise of stock options		160						-			207			-
Payment of lease liabilities		(22				)		(63	)		(84	)		(127	)
Net cash provided by financing activities		(8,734				)		20,168			13,954			22,933
Net change in cash and cash equivalents		(7,234				)		19,431			7,685			21,314
Cash, beginning of period		36,077						1,936			21,226			53
Fluctuations in foreign currency		238						(141	)		171			(141	)
Cash, end of period		29,081						21,226			29,082			21,226

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