La Rosa Holdings Corp.

Note1 — Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements of La Rosa Holdings Corp. (the “Company”) and its subsidiaries have been prepared in accordance with the instructions to Form10-Q and Regulation S-X and donot include all the information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The Company has made estimates and judgements affecting the amounts reported in the Company’s condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company* maydiffer materially from the Company’s estimates. The condensed consolidated financial information is unaudited and reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented, which contemplate continuation of the Company as a going concern and realization of assets and satisfaction of liabilities in the normal course of business and donot* include any adjustments that might result from the outcome of any uncertainties related to the Company’s going concern assessment. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements donot necessarily purport to represent realizable or settlement values.

The unaudited condensed consolidated financial statements include the financial statements of the Company, all entities that are wholly owned by the Company, and all entities in which the Company has a controlling financial interest. All intercompany transactions and balances have been eliminated.

Results of thethree-month period ended* March 31, 2026* arenot necessarily indicative of the results to be expected for the full year ending* December 31, 2026*. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the Company as of and for the year ended* December 31, 2025*, included in the Company’s Annual Report on Form10-K. The condensed consolidated balance sheet as of* December 31, 2025* was derived from the Company’s audited financial statements referred to above.

Liquidity – Going Concern and Management’ s Plans

On* March 31, 2026*, the Company had a cash balance of $1.7 million and working capital of $4.1 million.

On* November 12, 2025,the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”), pursuant to which the Company agreed to issue and sell, and the Investors agreed to purchase, in multiple closings, a new series of senior secured convertible notes of the Company in an aggregate original principal amount of up to $250,000,000 (the “Notes”), subject to the satisfaction or waiver of certain closing conditions. The Company issued an initial Note in an aggregate principal amount of $11,000,000 at the initial closing (the “Initial Closing”) which occurred on January**8,2026* after the satisfaction or waiver of certain closing conditions. See* Note5 – Borrowings*for further discussion of financing items.

Subject to certain conditions described in the Purchase Agreement, the Company has the option to request that the Investor purchase additional Notes (the “Company’s Option Closing”), and the Investor has the option to cause the Company to sell additional Notes (the “Investor’s Option Closing” and together with the Company’s Option Closing, (the “Additional Closings”) and together with the Initial Closing, each a “Closing”), provided that the aggregate original principal amount of any Notes issued in each Additional Closing shallnot exceed $5,000,000 individually, andnot more than $239,000,000 in the aggregate for all Additional Closings. The purchase price for each Note will be $900 for each $1,000 of principal amount of Note.

In addition, the Company has financing arrangements through its equity line of credit which allows the Company to sell shares of which 40% of the proceeds are available to the Company. The Company also has secured financings through preferred share issuances which in general are funded for $1,000 per share and are subject to certain conversion rights into common stock.

The Company is subject to the risks and challenges associated with companies at a similar stage of development. These include dependence on key individuals, successful development and marketing of its offerings, and competition with larger companies with greater financial, technical, and marketing resources. Furthermore, during the period required to achieve substantially higher revenue in order to become profitable, the Company will require additional funds that mightnot be readily available or mightnot be on terms that are acceptable to the Company. Until such time that the Company fully implements its growth strategy, it expects to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead and costs of being a public company. As such, the Company anticipates that its existing working capital, including cash on hand, and cash generated from operations, willnot be sufficient to meet projected operating expenses through at least the nexttwelve months from the issuance of these condensed consolidated financial statements. The Company will be required to raise additional capital to service its debt and to fund ongoing operations.

The Company has incurred recurring net losses, and the Company’s operations havenot provided net positive cash flows. In view of these matters, there is substantial doubt about the Company’s ability to continue as a going concern. The Company plans on continuing to expand via acquisitions, which will help achieve future profitability. Additionally, the Company has plans to raise capital from outside investors, as it has done in the past, to fund operating losses and to provide capital for further business acquisitions. There can beno assurance the Company can successfully raise the capital needed.

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Nasdaq Notice Regarding Filing Deficiency

On* April 16, 2026,the Company received a notice (the“10*-K Notice”) from the Nasdaq Listing Qualifications Department (the “Staff”) that the Company wasnot in compliance with Nasdaq Listing Rule5250(c)(1) as a result of its failure to timely file its Annual Report on Form10-K for the fiscal year ended* December 31, 2025 (the “Initial Delinquent Filing”) with the SEC. The Staff informed the Company that, under Nasdaq rules, the Company had60* calendar days, or until* June 15, 2026,to submit a plan to regain compliance, and if the Staff accepts such plan, it maygrant an exception of up to180* calendar days from the Initial Delinquent Filing’s due date, or until* October 12, 2026,*to regain compliance.

On* May 21, 2026,the Company also received a notice (the“10*-Q Notice”, and together with the10-K Notice, the “Notices”) from the Staff indicating that the Company isnot in compliance with Nasdaq Listing Rule5250(c)(1) due to its failure to timely file its Quarterly Report on Form10-Q for the period ended* March 31, 2026,and noting that the Company also remained delinquent in filing its Initial Delinquent Filing. The10*-Q Notice further stated that, in accordance with Nasdaq rules and as previously communicated in the10-K Notice, the Company had until* June 15, 2026to submit a plan to regain compliance, and if the Staff accepts such plan, any exception granted will be limited to a maximum of180* calendar days from the due date of the Initial Delinquent Filing, or until* October 12, 2026,*to regain compliance.

On* June 4, 2026,the Company filed its Annual Report on Form10*-K with the SEC. On* June 10, 2026,the Company received a letter from the Staff indicating that, based on the June 4, 2026filing of the Form10*-K, the Staff had determined that the Company complies with Nasdaq Listing Rule5250(c)(1) with regard to the Form10-K filing. However, because the Staff hadnot received the Company’s Form10-Q, the Company remained noncompliant with Nasdaq Listing Rule5250(c)(1). On* June 11, 2026,the Company submitted to Nasdaq a plan of compliance (the “Plan”) addressing how the Company intends to regain compliance with Nasdaq’s listing rules with respect to the delinquent report and Nasdaq has the discretion to grant the Company up to180* calendar days from the due date of the Form10-K, or until* October 12, 2026,*to regain compliance.

Accounts Receivable and Allowance for Credit Losses

The Company’s trade accounts receivable consist of balances due from agents, tenants, franchisees, and commissions for closings and are presented on the condensed consolidated balance sheets net of the allowance for credit losses. Management determines the allowance for expected credit losses based upon historical experiences as well as current conditions that affect the collectability of the reported amount and regularly evaluates individual customer receivables considering financial condition, credit history, current economic conditions and other relevant factors, in setting specific reserves for certain accounts. Receivables are written off once they are deemed uncollectible, which* mayarise when the debtor is deemed unable to pay the amounts owed to the Company. The allowance for credit losses was $308,003 and $179,643 as of March 31, 2026* and* December 31, 2025*, respectively. Estimates of uncollectible accounts receivable are recorded to general and administrative expenses.

The activity for the allowance for credit losses during thethree months ended* March 31, 2026and2025* is set forth in the table below:

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Digital Assets

The Company's digital assets consist primarily of USD Coin ("USDC") and Frax USD ("FRAX"), which are stablecoin-denominated digital assets held in a custodial wallet maintained with BitGo. Management evaluated these digital assets under ASC350-60,* Intangibles—Goodwill and Other—Crypto Assets*("ASC350-60"), and concluded that the Company's USDC and FRAX holdings are outside the scope of ASC350-60 as the assets provide holders with enforceable rights to, or claims on, underlying assets and therefore donot meet all of the scope criteria required for application of that guidance. Accordingly, these assets are accounted for as indefinite-lived intangible assets under ASC350-30, Intangibles - Other than Goodwill ("ASC350-30").

Digital assets are initially recorded at cost, including directly attributable transaction fees. Subsequent to acquisition, the assets are carried at historical cost less any impairment losses. As indefinite-lived intangible assets, the Company's digital assets arenot amortized and are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that it is more likely thannot that the assets are impaired. In accordance with ASC350-30, increases in the fair value of the digital assets above their carrying value arenot recognized until realized through sale or disposition.

The Company's digital assets are held pursuant to the terms of its* November 2025*Securities Purchase Agreement and related financing arrangements. The assets are maintained in a restricted custodial account and cannot be freely withdrawn, transferred, or otherwise utilized without compliance with the contractual provisions of those agreements. In addition, portions of the digital assets are subject to the Token Rights Agreement entered into with certain investors.

The Digital Assets are classified on the condensed consolidated balance sheets based on management’s intent and the expected period of use or sale.

Token Rights

In connection with the Company's financing arrangements, the Company entered into a Token Rights Agreement ("TRA") that provides the investor the right, at its election and subject to the terms of the agreement, to receive specified quantities of digital assets acquired using designated financing proceeds.

The Company evaluated the TRA in accordance with ASC815, Derivatives and Hedging ("ASC815"), and concluded that the agreement meets the definition of a derivative instrument. The TRA obligates the Company to deliver specified quantities of cryptocurrency upon the investor's exercise of its rights under the agreement, and therefore exposes the Company to changes in the value of the underlying digital assets. Accordingly, the TRA is accounted for as a derivative liability under ASC815.

The derivative liability was initially measured based on the fair value of the underlying cryptocurrency subject to the investor's rights under the agreement. Subsequent to initial recognition, the liability is remeasured at fair value at each reporting date, with changes in fair value recognized in the Company's condensed consolidated statements of operations.

Contract Liabilities and Performance Obligations

Contract liabilities consist of unsatisfied performance obligations related to annual dues received at the start of the calendar year. As of* March 31, 2026* and* December 31, 2025* the Company had approximately $195 thousand and $171 thousand, respectfully, of remaining performance obligations, all of which will be recognized into revenue by the end of the calendar year. The Company has elected to exclude disclosures regarding remaining performance obligations that have an original expected duration ofone year or less.

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Fair Value Option of Accounting

The Company has elected the option under ASC825-10, Financial Instruments (“ASC825”), to measure its short-term convertible note payable issued at fair value. The fair value option* maybe elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. When the fair value option is elected for an instrument, unrealized gains and losses for such instrument are reported in earnings at each subsequent reporting date. Upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred andnot* deferred. The Company also elected to measure incremental warrants under ASC825.

Recently Adopted Accounting Standards

In* July 2025,the FASB issued ASU2025*-05, Financial Instruments—Credit Losses (Topic326*).The amendments in this Update provide (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic606.* The amendments became effective for annual reporting periods beginning after* December 15, 2025,and interim reporting periods within those annual reporting periods. The Company adopted the guidance prospectively in this fiscal year beginning January 1, 2026.*

Recently Issued Accounting StandardsNot* Yet Adopted*

In* April 2026,the FASB issued ASU2026*-1, Initial Measurement of Paid-in-Kind (PIK) Dividends on Equity-Classified Preferred Stock.The amendments in this Update require that PIK dividends on equity-classified preferred stock be initially measured on the basis of the PIK dividend rate stated in the preferred stock agreement. For example, if the preferred stock agreement specifies that PIK dividends are calculated by multiplying the PIK dividend rate by the liquidation value of the preferred stock outstanding, an entity should initially measure the PIK dividend at that amount. The liquidation value (or liquidation preference) of the preferred stock is typically defined by the preferred stock agreement and specifies the value of the preferred stock upon the occurrence of a liquidation event (such as the entity becoming insolvent). When preferred stock isnot issued at a discount or premium, the liquidation value upon initial issuance is typically the same as the original issuance price of the preferred stock. The amendments in this Update are effective for all entities for annual reporting periods beginning after* December 15, 2026,and interim reporting periods within those annual reporting periods. Early adoption is permitted in an interim or annual reporting period in which financial statements havenot* yet been issued or made available for issuance. The Company is currently evaluating the impact that the adoption of this new standard will have on its consolidated financial statements.

In* September 2025,the FASB issued ASU2025*-7, Derivatives and Hedging (Topic815*) and Revenue from Contracts with Customers (Topic606).The amendments in this Update exclude from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities specific toone* of the parties to the contract. However, this scope exception doesnot apply to (1) variables based on a market rate, market price, or market index, (2) variables based on the price or performance of a financial asset or financial liability ofone of the parties to the contract, (3) contracts (or features) involving the issuer’s own equity that are evaluated under the guidance in Subtopic815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and (4) call options and put options on debt instruments. The amendments in this Update are effective for all entities for annual reporting periods beginning after* December 15, 2027,*and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact that the adoption of this new standard will have on its consolidated financial statements.

In* September 2025,the FASB issued ASU2025*-06, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic350*-40).The amendments in this Update remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic350*-40. Therefore, an entity is required to start capitalizing software costs when both of the following occur:(i). management has authorized and committed to funding the software project, and(ii) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to complete recognition threshold”). The amendments in this Update are effective for all entities for annual reporting periods beginning after* December 15, 2027,*and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact that the adoption of this new standard will have on its consolidated financial statements.

In* May 2025,the FASB issued ASU2025*-03, Business Combinations (Topic805*) and Consolidation (Topic810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity ("VIE").The amendments in this Update require an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business to consider the factors in paragraphs805*-10-55-12 through55-15 to determine which entity is the accounting acquirer. The amendments in this Update are effective for all entities for annual reporting periods beginning after* December 15, 2026,*and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact that the adoption of this new standard will have on its consolidated financial statements.

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In* January 2025,the FASB issued ASU2025*-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220*-40)- Clarifying the Effective Date.The amendment in this Update amends the effective date of Update2024*-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after* December 15, 2026,and interim periods within annual reporting periods beginning after December 15, 2027.*The Company is currently evaluating the impact that the adoption of this new standard will have on its consolidated financial statements.

Note2 — Disposal of Membership Interests in LR Kissimmee

On* February 4, 2026,the Company completed the sale of its 51% membership interest in Horeb Kissimmee Realty LLC("LR Kissimmee")* pursuant to a Membership Interest Purchase Agreement with the holder of the remaining 49% ownership interest. As a result of the transaction, the Company ceased to have any ownership interest in LR Kissimmee.

Under the terms of the agreement, the Company is entitled to receive aggregate consideration of $500,000, payable intwelve monthly installments of $41,667 beginning* February 28, 2026.In addition, the purchaser agreed to remit $61,200 to the Company representing the Company's proportionate share of an outstanding loan previously made by LR Kissimmee to the purchaser, payable infour* quarterly installments of $15,300.

Concurrently with the disposition, the Company entered into a Trademark and Brand Licensing Agreement with LR Kissimmee providing LR Kissimmee a non-exclusive, non-transferable license to utilize certain Company trademarks, branding, and technology resources in exchange for a monthly licensing fee of $4,500 for an initial term ofone year. The licensing arrangement doesnot provide the Company with continuing ownership, management authority, or controlling financial interest in LR Kissimmee. The total loss on the disposition of the membership interest in LR Kissimmee was $217,657.

The transaction was undertaken as part of the Company's strategy to divest a non-core office operation, improve liquidity, reduce operating expenses, and reallocate capital toward its core brokerage, technology, and ancillary service businesses. Management indicated that the divested operation represented approximately 10% of the Company's agent base.

A summary of the transactions consideration and loss on disposal of LR Kissimmee is as follows:

A summary of the investment in LR Kissimmee's related assets and liabilities is as follows:

Note3 — Goodwill and Intangible Assets

Goodwill

The gross carrying amount of goodwill as of* March 31, 2026* and* December 31, 2025* was $528,545 and $1,831,197, respectively.

Intangible Assets

Intangible assets consist of franchise agreements, agent relationships, real estate listings, and non-compete agreements, and are initially recorded at fair value. Long-lived intangible assets are amortized over their estimated useful lives in a method reflecting the pattern in which the economic benefits are consumed or amortized on a straight-line basis if such pattern cannot be reliably determined. The Company continues to assess potential triggering events related to the value of its intangible assets and concluded that there wasno impairment during thethree months ended* March 31, 2026and2025*.

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The components of purchased intangible assets were as follows:

For thethree months ended* March 31, 2026,and2025* amortization expense was $105 thousand and $229 thousand respectively. The remaining estimated amortization expense is expected to be as follows:

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Note4 — Fair Value Measurements and Other Liabilities

Fair Value Measurements

Fair value is the price that would be received for an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company classified certain liabilities based on the following fair value hierarchy:

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company has evaluated the estimated fair value of financial instruments using available market information and valuations as provided bythird-party sources. The use of different market assumptions or estimation methodologies could have a significant effect on the estimated fair value amounts.

The carrying amounts of financial instruments, including cash, accounts receivable, accounts payable, and accrued expenses reflected in the condensed consolidated financial statements approximate fair value due to their short-term maturities.

The Company determined that on* March 31, 2026* and* December 31, 2025*, certain instruments qualified as derivative liabilities and were recorded at fair value on the date of issuance and re-measured at fair value each reporting period with the change reported in earnings.

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Securities Purchase Agreement (“SPA2**”)

On* January 8, 2026,the Company consummated the Initial Closing under the SPA2* dated* November 12, 2025,pursuant to which it issued to the Investors a senior secured convertible note in the principal amount of $11,000,000 (the “Convertible Note2026”), for an aggregate purchase price of $9,900,000.See Note5 – Borrowings*for further discussion.

The Company evaluated the conversion and settlement provisions contained within the Convertible Note2026 in accordance with ASC815 and* ASC480,* Distinguishing Liabilities from Equity. The Convertible Note2026 is convertible into shares of the Company's common stock at a conversion price initially established at $0.8347 per share, subject to adjustment provisions and a contractual floor price of $0.778 per share.

Management assessed whether the embedded conversion feature required bifurcation as a derivative liability or qualified for equity classification. To the extent the conversion feature is determinednot to be indexed solely to the Company's own stock or otherwise fails the equity-classification conditions, the feature is recorded at fair value and subsequently remeasured each reporting period.

The fair value of any bifurcated conversion feature was determined using a Monte Carlo simulation model and/or lattice model, incorporating assumptions regarding thecommon stock price; expected stock price volatility; expected term; risk-free interest rates; probability of future drawdowns under the Securities Purchase Agreement; expected conversion behavior; and contractual floor-price provisions.

These measurements utilize significant unobservable inputs and are therefore classified as Level3 within the fair value hierarchy.

Token Rights Agreement (“Token Rights”)

The Company's TRA liability is measured at fair value on a recurring basis. The TRA provides the investor with the right to receive specified quantities of digital assets with designated financing proceeds.See Note5* – Borrowings*for further discussion.

The fair value of the TRA liability is determined based on the number of rights to digital asset tokens subject to the investor's rights under the agreement and the observable market value of the underlying stablecoins held by the Company. Because the underlying assets consist primarily of restricted cash, and digital assets, which are designed to maintain a value of approximately $1.00 per token, the fair value of the liability generally approximates the value of the underlying tokens subject to the agreement. Changes in the estimated fair value of the TRA liability are recognized in earnings during the period incurred.

The Company classifies the TRA liability within Level2 of the fair value hierarchy because the valuation is based principally on observable market pricing information for the underlying stablecoins and doesnot require significant unobservable inputs.

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Securities Purchase Agreement (“SPA1**”)

On* February 4, 2025,the Company entered into an purchase agreement with an investor for a Senior Secured Convertible Note (“Convertible Note2025”) with a face value of $5,500,000 andsixteen Warrants ("Incremental Warrants") exercisable for a face amount of $2,500,000 each.See Note5 – Borrowings*for further discussion.

The purchase price paid by the Investor under the SPA1 for the Convertible Note2025 and Incremental Warrants was $4,963,750. It was determined that the note and warrants within this transaction met the requirements for the Fair Value Option under ASC825. Using the fair value option, the Convertible Note2025 is required to be recorded at initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the notes are recognized as gain/loss on fair value adjustment within other income (expenses) in the Company’s unaudited condensed consolidated statements of operations.

As a result of applying the fair value option, direct costs and fees related to the Convertible Note2025 were expensed as incurred and werenot deferred.

The following tables provide the fair value and contractual principal balance outstanding on the Convertible Note2026 accounted for under the fair value option as of* January 8, 2026and March 31, 2026:*

The fair value of the Convertible Note2026 was calculated using a fair value analysis considering the following factors and assumptions:

The following table provides the fair value and contractual principal balance outstanding on the Convertible Note2025 and the Incremental Warrants accounted for under the fair value option as of* February 4, 2025and March 31, 2025:*

The fair value of the Convertible Note2025 was calculated using a fair value analysis considering the following factors and assumptions:

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The fair value of the Incremental Warrants were calculated using the Monte Carlo simulation with the following factors, assumptions and methodologies:

At* March 31, 2025,warrants held by an institutional investor were eliminated through exercising and a redemption and cancellation agreement for $379,083. The Company recorded a derivative liability related to the Incremental Warrants issued in connection with the SPA1* dated* February 4, 2025.The Incremental Warrants’ fair value at date of issuance was $100,800,000 and were remeasured at March 31, 2025with a fair value of $81,360,000. The analysis assumes immediate conversion upon issuance and doesnot* incorporate ownership limitations or conversion blockers that could otherwise restrict full exercise or conversion.

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A summary of the Company’s liabilities measured at fair value on a recurring basis is as follows:

The following table provides a summary of changes in fair value associated within the Level2 and Level3 for thethree-month period ended* March 31, 2026*:

The following table provides a summary of changes in fair value associated with the Level3 liability for thethree months ended* March 31, 2025:*

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Note5 — Borrowings

Line of Credit

The Company has a line of credit with Regions Bank that allows for advances up to $150,000 with interest at the Prime Rate plus 4.75% with a floor of 4.75% andno maturity date. On* March 31, 2026*, the outstanding balance on the line of credit was $0 at a prime rate of 6.75% plus 4.75%, or 11.50%. On* December 31, 2025*, the outstanding balance on the line of credit was $0 at a prime rate of 7.00% plus 4.75%, or 11.75%. The line of credit is collateralized by Company assets. The interest expense incurred for the line of credit was $0 and $4,494 for thethree months ended* March 31, 2026and2025*, respectively.

Convertible Note2026

On* January 8, 2026,the Company consummated the Initial Closing under the SPA2,* pursuant to which it issued to the Investors a Convertible Note2026 in the principal amount of $11,000,000 (the “Initial Note”), together with a previously issued Token Right (as defined in the Initial8-K), for an aggregate purchase price of $9,900,000.

On* July 31, 2026,the Company and the accredited investor entered into a certain waiver (the “Waiver”), waiving certain Events of Default (as defined in the Convertible Note2026*) with regard to the Company's failure to timely pay interest under the Convertible Note2026, through* July 31, 2026,and the Company's failure to timely file its Quarterly Report on Form10*-Q for the quarter ended* March 31, 2026.Pursuant to the terms of the Waiver, the holder of the Convertible Note2026* waived its rights and remedies arising solely from the specified Events of Default, including, butnot limited to, the right to impose default penalties, charge default interest, and accelerate amounts due under the Convertible Note2026. All other terms of the Convertible Note2026 remained in full force and effect.

The Initial Note is convertible into shares of the Company’s common stock, par value $0.0001 per share (the Common Stock), at an initial conversion price equal to $0.8347, subject to adjustment as provided in the Initial Note, provided that inno event* maythe conversion price be less than the floor price of $0.778 (the “Floor Price”). The Initial Note bears interest at a rate often* percent (10%) per annum that is payable monthly in arrears commencing on* February 1, 2026,maturestwenty-four* (24) months from the date of issuance and contains customary covenants and events of default (upon which the interest rate will increase to a rate ofnineteen percent (19%) per annum) as described in the Initial Note.

The Company has agreed that,no later thanthirty calendar days after the date of the Initial Closing, it will seek approval of the Company’s stockholders, either at a special meeting or by written consent, to adjust the Floor Price of the Initial Note and all other Notes pursuant to the terms of the Initial Note. On* January 23, 2026the noteholder requested that this initial approval be delayed. As of March 31, 2026there wasno* change to this request.

The Initial Note ranks pari passu with all other Notes and the* FebruaryNote (as defined in the Purchase Agreement) and senior to all other existing and future indebtedness of the Company and its subsidiaries (other than Permitted Indebtedness secured by Permitted Liens (both as defined in the Purchase Agreement and/or Notes)) and is secured by (i) afirst*-priority security interest in substantially all of the Company’s and its subsidiaries’ assets purchased or acquired with the proceeds of the Initial Closing pursuant to a Security and Pledge Agreement, Guaranty and an Account Control Agreement (each, as defined below) and (ii)second priority security interest in the remaining assets of the Company and its subsidiaries (subject to thefirst lien of the holder(s) of the* February*Note).

In connection with the Initial Closing on* January 8, 2026,*as contemplated under the Purchase Agreement: (i) the Company and each of its subsidiaries (each, a “Grantor”), and a collateral agent (the “Collateral Agent”) for the benefit of the holders of Obligations (as defined in the Security Agreement), entered into a Security and Pledge Agreement (the “Security Agreement”) with respect to the Notes, pursuant to which each Grantor granted the Collateral Agent, for the benefit of the Secured Parties (as defined in the Security Agreement), a security interest in such Grantor’s right, title and interest in and to all or substantially all of its properties and assets, or in which or to which such Grantor has any rights, whether then owned or thereafter acquired by such Grantor, wherever located, and whether now or hereafter existing or arising (collectively, the “Collateral”); (ii) each subsidiary of the Company also entered into a guarantee agreement (the “Subsidiary Guaranty”) whereby each Subsidiary of the Company guaranteed to the Investors the prompt and full payment and performance of the obligations of the Company and each Subsidiary under the Purchase Agreement and other Transaction Documents; and (iii) the Company and the Collateral Agent entered into an Intellectual Property Security Agreement (“Intellectual Property Security Agreement”), pursuant to which the Company granted to the Collateral Agent a lien and security interest in certain intellectual property of the Company.

Amendment to Purchase Agreement

On* March 24, 2026,the Company and Investors entered into an Amendment (the “SPA Amendment”) to amend the SPA2* and provide that the net proceeds to the Company from any further equity line of credit, equity purchase facility, or at-the-market offering shall be allocated as follows: (i) until such time as the Company has paid to its placement agent and financial advisor (together, the “Advisors”) an aggregate of $751,221 in deferred fees (1)20% to pay any outstanding deferred fees due to the Advisors, (2)40% to acquire Note Purchased Crypto (or digital assets) (as defined in the SPA2) as a treasury asset for the Company’s consolidated balance sheet, and (3) the remaining 40% for general corporate purposes, working capital, acquisitions and other strategic transactions (including, butnot limited to, developing next-generation data center infrastructure for AI computing), and (ii) thereafter (1)50% of the net proceeds shall be used to acquire Note Purchased Crypto as a treasury asset for the Company’s consolidated balance sheet and (2) the remaining 50% of the net proceeds shall be used for general corporate purposes, working capital, acquisitions and other strategic transactions (including, butnot limited to, developing next-generation data center infrastructure for AI computing), including payment of an additional $77,000 in deferred fees to the Advisors due and payablenot earlier than* December 31, 2026.*

In addition, the Company agreed to reimburse the Buyers and the Advisors for their costs and expenses, including legal fees, in an aggregate amount of up to $65,000, payable from the net proceeds from the sale of common stock of the Company pursuant to any equity line of credit, equity purchase facility or at-the-market offering.

Except as amended by the SPA Amendment, all other terms of the SPA2 including the exhibits thereto, remain unchanged and are in full force and effect.

Token Rights

In connection with the SPA2 entered into on* November 12, 2025,the Company issued the TRA to the investors. Pursuant to the TRA, the holders are entitled, upon exercise and forno* additional consideration, to receive certain digital assets acquired by the Company using specified financing proceeds. The holders are entitled to receive (i)50% of the digital assets purchased by the Company using the net proceeds from each closing under the Securities Purchase Agreement and (ii)25% of the digital assets purchased using the net proceeds from certain other financing transactions, each as defined in the agreement.

The TRA becomes exercisable beginning60 days following issuance and remains exercisable through thetenth anniversary of the issuance date. The agreement provides for settlement through the delivery of specified quantities of digital assets rather than a fixed dollar amount.

Upon the initial closing of the Convertible Note2026 on* January 8, 2026,*the Company recorded an initial TRA liability of approximately $3.75 million, representing the investor's contractual right to receive 50% of the digital assets acquired from the proceeds designated for the purchase of Note Purchased Crypto.

On* March 24, 2026,the Company and Investors entered into AmendmentNo.* 1 to the TRA (the “Token Right Amendment”), under which the Investor will be entitled to receive upon an aggregate number of Right Tokens equal to the sum of (i)fifty percent (50%) of any and all Tokens purchased by the Company on and after the Issuance Date using the net proceeds of each closing under the SPA and (ii)fifty six andone quarter percent (56.25%) of any and all Tokens purchased by the Company on and after the Issuance Date using the net proceeds of any Other Financing (as defined in the Token Right).

As of* March 31, 2026,*approximately 5.3 million in rights to digital assets were subject to the TRA, and the related derivative liability was approximately $5.3 million.

Except as amended by the Token Right Amendment, all other terms of the Token Right remain unchanged and are in full force and effect.

Convertible Note2025

During thethree months ended* March 31, 2026,the holder converted the remaining aggregate principal balance of $5,818,000 of the Convertible Note2025* into shares of the Company's common stock pursuant to the optional conversion provisions contained in the note agreement. The conversions occurred on* January 29, 2026,** January 30, 2026,and February 5, 2026.*In connection with the conversions, the Company issued an aggregate of approximately 104,321 shares of common stock.

Prior to each conversion, the Company remeasured the Convertible Note2025 to fair value in accordance with its fair value option election. As a result of the remeasurement, the Company recognized an increase in the fair value of the note liability of $664,902, which was recorded within the change in fair value of convertible note and warrants in the condensed consolidated statements of operations. Following remeasurement, the carrying amount of the Convertible Note2025 was reclassified to stockholders' equity upon conversion, andno gain or loss was recognized upon settlement of the note through the issuance of common stock.

On* February 4, 2025,the Company and an Investor entered into the SPA1,* pursuant to which the Company issued to the Investor on such date: (i) a Convertible Note2025 in the original principal amount of $5,500,000 which matures on* February 4, 2027 (the “Initial Note”); and (ii)sixteen (16) incremental warrants, each to purchase additional Notes in an original principal amount up to $2,500,000 at an exercise price of $2,256,250, in substantially the same form as the Initial Note (the “Incremental Notes” and together with the Initial Note, the “Notes”). The purchase price paid by the Investor under the SPA1* for the Initial Note and Incremental Warrants was $4,963,750.

The Initial Note accrues interest at a rate of 12% per annum, calculated on the basis of a360-day year. Interest is payable quarterly in arrears, meaning that payments are due at the end of each calendar quarter for interest accrued during that quarter. The interest expense incurred for the Initial Note was $405,041 and $102,667 included as a component of the change in fair market value for thethree months ended* March 31, 2026and2025,* respectively.

In connection with the closing of the Convertible Note2025, the Company entered into a Registration Rights Agreement dated* February 4, 2025,obligating the Company to file and maintain the effectiveness ofone* or more registration statements with the SEC covering the resale of the shares of common stock issuable upon conversion of the Notes and related instruments.

The Notes* maybe prepaid by the Company, in whole or in part, at its option with at least30* calendar days’ notice to the holder, providedno Event of Default has occurred and is continuing. Voluntary prepayments are subject to a redemption premium equal to 120% of the outstanding principal, accrued interest, and any applicable charges being redeemed. The Company* may**not* issue more thanone redemption notice within any20-trading-day period, and such notices are irrevocable once issued.

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Certain mandatory redemptions, including those triggered by Events of Default, Bankruptcy Events, or Change of Control transactions, are contractually deemed voluntary prepayments and are also subject to the 120% redemption premium. The redemption price in such scenarios is the greater of (i)120% of the outstanding amount or (ii) a formula based on the conversion rate and the highest closing price of the Company’s common stock during a specified period.

Other redemptions, such as those triggered by subsequent placements or asset sales, are payable at100% of the applicable amount and arenot subject to a premium.

Cash Advance Agreements

On* February 5, 2025,the Company paid off their Standard Merchant Cash Advance Agreement (the “Cash Advance”) with Cedar Advance, LLC. (“Cedar”) in the amount of $354,450, resulting in a loss on extinguishment of debt of $83,310. The Company also paid off their other Standard Merchant Cash Advance Agreement (the “Arin Cash Advance Agreement”) with Arin Funding LLC (“Arin”) in the amount of $340,421, resulting in a loss on extinguishment of debt of $68,615. The amortization of financing fees incurred for MCA loans were $63,160 for thethree* months ended* March 31, 2025.*

Notes Payable-Senior Secured Promissory Notes

During thethree months ended* March 31, 2025,the Company repaid in full all outstanding senior secured promissory notes issued in2024* to an accredited investor. On* February 5, 2025,in connection with the execution of the SPA, the Company paid the remaining principal and accrued interest on thethird* and final outstanding note, thereby fully extinguishing the Company’s debt obligations to the investor under the2024 note issuances.

In addition, the accredited investor elected to convert an aggregate principal and interest amount of $483,751 of the notes into 173 shares of the Company’s common stock in accordance with the terms of the applicable note agreements. The Company also settled all vested and outstanding warrants previously held by the investor. Two of thethree warrants were exercised for a total of 110 shares of common stock. The remaining warrant was repurchased by the Company for $379,083 in cash on* January 24, 2025,resulting in the elimination of all vested warrants held by the investor as of March 31, 2025.*

On* January 8, 2025,*the Company and the accredited investor entered into that certain Waiver, waiving the Event of Default (as defined) under these senior secured promissory notes. The waiver included, among other provisions, waiving the rights to all default penalties, default interest, the acceleration of any amounts and waiving the restriction for the Company to enter into a variable rate transaction, of which the consummation could be considered an event of default, provided the proceeds from such financing are used to repay, in full, the notes described above.

On* January 22, 2025,the Company and the Holder signed an amendmentNo.* 1 to the Waiver. Pursuant to the Amendment, the Company shall pay100% of any cash proceeds raised by the Company from the sale of securities pursuant to its Registration Statement on Form S-3 filed on or around* November 22, 2024to the Holderfirst* towards the repayment of the Redemption Price until it is paid in full, and after that towards the repayment of the Notes. The Amendment also provides that, if the Redemption Agreement becomes null and void pursuant to the terms of the Redemption Agreement, then all Proceeds previously paid by the Company to the Holder pursuant to the Redemption Agreement shall instead be applied towards the repayment of the Notes.

The interest expense incurred for the senior secured promissory note was $23,798 for thethree months ended* March 31, 2025.*

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Notes Payable-Promissory Note

On* September 27, 2024,the Company entered into a promissory note payable whereby the Company borrowed $200,000 bearing interest at 12.5% per annum. The note was payable inthree* monthly installments of $75,000. The proceeds of the note were used to pay down the senior secured promissory note entered into in* February 2024.The Company paid off the note of $148,725 in February 2025.This note was fully repaid in February 2025.The interest expense incurred for the promissory note was $1,276 for thethree* months ended* March 31, 2025.*

Acquisition Settlement Agreement

In* October 2024,the Company entered into an acquisition settlement agreement with the former owner of an acquired business. Under the terms of the agreement, the Company agreed to pay $1.0 million in equal installments of $11,905 per month over seven years, beginning November 1, 2024.*

Acquisition Agreement

On* February 11, 2026,the Company acquired a 49% membership interest in La Rosa Realty Lakeland LLC for aggregate cash consideration of $350,000, consisting of (i) an initial payment of $150,000 payable withinten* (10) days following the closing, and (ii) installment payments totaling $200,000, payable intwelve (12) equal monthly installments of $16,667 commencing on* March 1, 2026.*

The note is secured pursuant to a Pledge Agreement under which the Company pledged a 28% membership interest in La Rosa Realty Lakeland LLC as collateral. In the event of default, including the failure to make required installment payments, the noteholder* mayexercise rights against the pledged membership interest following a15*-day cure period.

Economic Injury Disaster Loans

During2024, the Company acquired franchises that had outstanding Economic Injury Disaster Loans (the “EIDL Loans”) in the aggregate of $147,100. The Company acquired the EIDL Loans which have terms similar to the Company’s existing EIDL loans. The EIDL Loans mature in2050 and bear interest at a rate of 3.75% per annum. The interest expense incurred for the EIDL loans were $4,716 and $1,412 for thethree months ended* March 31, 2026and2025,* respectively.

Future maturities of EIDL term debt as of* March 31, 2026*, were as follows:

Total Notes Payable as of* March 31, 2026* and* December 31, 2025* were as follows:

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Note6 — Commitments and Contingencies

Leases

The Company has operating leases for office space in several states. Lease terms are negotiated on an individual basis. Generally, the leases have initial terms ranging fromone tofive years. Renewal options are typicallynot recognized as part of the right of use assets and lease liabilities as it isnot reasonably certain at the lease commencement date that the Company will exercise these options to extend the leases. Leases with an initial term oftwelve-months or less that donot include an option to purchase the underlying asset arenot recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term.

The Company leases its corporate office from an entity controlled by the Company’s CEO. In addition, some of the entities acquired lease their offices from their former owners, who now hold a minority interest in those entities.

During* January 2025,the Company entered into a new lease for office space in Orlando, FL. The Orlando lease requires monthly payments of $5,170. The Orlando lease is initially for afive-year term, withno* written option for renewal.

Lease costs expense for thethree months ended* March 31, 2026and2025* were $280,851 and $210,108, respectively, and are included in general and administrative expenses in the condensed consolidated statements of operations.

Supplemental cash flow information related to leases is as follows:

Supplemental balance sheet information related to leases is as follows:

The Company’s leases donot provide a readily determinable implicit discount rate. The Company estimates its incremental borrowing rate as the discount rate based on the information available at lease commencement. The weighted average discount rate is 10.97%.

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Future maturities on lease liabilities as of* March 31, 2026*, are as follows:

There wereno leases with residual value guarantees.

Legal Proceedings

From time to time the Company is involved in litigation, claims, and other proceedings arising in the ordinary course of business. Such litigation and other proceedings* mayinclude, but arenot* limited to, actions relating to employment law and misclassification, intellectual property, commercial or contractual claims, brokerage or real estate disputes, or other consumer protection statutes, ordinary-course brokerage disputes like the failure to disclose property defects, commission disputes, and vicarious liability based upon conduct of individuals or entities outside of the Company’s control, including agents andthird-party contractor agents. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur.

On* February 13, 2023,Mr. Mark Gracy, who served as our Chief Operating Officer from November 18, 2021to November 15, 2022,filed a civil lawsuit in the Circuit Court of Osceola County, Florida, seeking a jury trial and claiming that the Company breached his employment agreement by reducing his salary and failing to pay him his full severance payments and is looking for payment of his alleged severance of $249,000. Original mediation was scheduled for August 25, 2025,with asecond* mediation set for* April 28, 2026.Discovery is proceeding and the trial is set for October 2026.*The Company denies the merits of the claims and intends on vigorously defending the litigation.

On* March 5, 2025,Joshua Epstein, our former employee and Chief Strategy Officer, filed a civil lawsuit in Osceola County, Florida Circuit Court alleging claims for breach of contract, promissory estoppel, conversion, unjust enrichment, breach of good faith and fair dealings, fraud in the inducement, and to recover alleged unpaid compensation in the amount of $100,000 from the Company. The Company strongly opposed and denied these claims. Original partial mediation occurred on September 5, 2025.Asecond* mediation is expected to be set in the near future. The case trial is scheduled for* April 2027.*The Company denies the merits of the claims and intends on vigorously defending the litigation.

On* June 5, 2025,an employee, who served as our Senior Human Resources and Payroll Specialist from July 10, 2024to August 19, 2024,filed a civil lawsuit against the Company in the Circuit Court of Osceola County, Florida. The employee is seeking a jury trial claiming $50,000 in damages and that the Company terminated her employment in violation of SS448.102*(3). On* July 9, 2025,the Company responded to the complaint with its answer and affirmative defenses, effectively denying all of the plaintiff’s claims. In Marchof2026* discovery and depositions began. The case remains pending.

On* January 13, 2026,Martin Scott CFO Consulting Services, Inc. filed a civil lawsuit against the Company and La Rosa Realty, LLC, in the Circuit Court of Palm Beach County for breach of contract, open account, account stated, and unjust enrichment. The plaintiff stated that he had a contract with the defendants and is owed unpaid fees of approximately $29,000 and legal expenses. The Company settled this lawsuit on April 20, 2026*for the amount of $22,000.

On* January 30, 2026,the Company and La Rosa Realty Orlando LLC filed a civil lawsuit against Reinaldo Zapata and Viviana Figueroa in the Circuit Court of Orange County. The case involved an action for dissolution of La Rosa Realty Orlando LLC, action for conversion against Reinaldo Zapata, and an action for damage for breach of employment agreement against Reinaldo Zapata. The case was settled on April 4, 2026as previously disclosed in the Company’s Current Report on Form8*-K filed with the SEC on* April 6, 2026.*

On* February 1, 2026,Stacy-Ann Blair and Delroxry Blair filed a civil lawsuit against La Rosa Realty CW Properties, et. al. in the Circuit Court of Orange County, Florida, stating that La Rosa CW Properties failed to disclose a family relationship withone* or more of its sellers, creating a material conflict of interest. The plaintiffs claim breach of contract, unjust enrichment, fraudulent and negligent misrepresentation, and civil theft and seeking damages of approximately $9,600. The Company filed a motion to dismiss, which was further amended. A case management conference was held in* Julyof2026* at which time the case was dismissed.

The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on our results of operations for that period or future periods. Other than as described above, we arenot presently a party to any material pending or threatened legal proceedings.

The Company believes that the above claims are without merit, and it will vigorously defend against such claims. Moreover, these claims, in the aggregate, wouldnot have a material adverse effect on the Company’s financial condition, business, or results of operations, should the Company’s defensenot be successful in whole or in part. Except as stated herein, there isno other action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of our executive officers, threatened against or affecting our Company or our officers or directors in their capacities as such.

Note7 — Digital Assets

As of* March 31, 2026,the Company held digital assets consisting primarily of USDC and FRAX in a custodial wallet maintained pursuant to the Company's financing agreements. Accordingly, the assets are accounted for as indefinite-lived intangible assets under ASC350*-30. The digital assets are initially recorded at cost, including directly attributable transaction costs, and subsequently measured at historical cost less any impairment losses. These assets arenot amortized and are evaluated for impairment at least annually or more frequently if events or changes in circumstances indicate that the assets* maybe impaired. Any impairment loss is recognized in operating results, and subsequent increases in value arenot* recognized until realized.

The digital assets are classified as current since the Company expects to utilize the funds in the near term.

The following table provides a summary of changes in fair value associated with digital assets for thethree-month period ended* March 31, 2026*:

At* March 31, 2026*, digital asset units held and fair market value are as follows:

Note8 — Equity Warrants

Warrants are issued to consultants as compensation or as part of certain capital raises which entitle the holder to purchase shares of the Company’s common stock at a fixed price. No warrants were issued during thethree months ended* March 31, 2026.*

During the quarter ended* March 31, 2025,the Company settled all vested and outstanding warrants previously held by the accredited investor holding thethree* senior secured notes payable from2024. Two of thethree warrants were exercised on a cashless basis for a total of 110 shares of common stock which represented 1,392,198 warrants. The remaining warrant was repurchased by the Company for $379,083 in cash on* January 24, 2025,resulting in the elimination of all vested warrants (1,202,244 warrants) held by the investor as of March 31, 2025.*

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Warrants issued totwo investors who loaned money to the Company, Emmis Capital II, LLC and the Company’s CEO, Joseph La Rosa, on* November 14, 2022and December 2, 2022,respectively, included full ratchet antidilutive protections. The original warrants each covered 6 shares at a strike price of $5.00. In thefirst* quarter of2025, the warrants were revalued due to equity transactions triggering the ratchet antidilutive protections bringing the strike price of these warrants down to $0.19 resulting in the number of shares covered by each warrant to increase to 166, and a2025 deemed dividend of $186,233.

At* March 31, 2026*, warrants outstanding that have vested and are expected to vest are as follows:

Additional information with respect to warrant activity:

As of* March 31, 2026* and* December 31, 2025*, there wasno unrecognized expense related to warrants.

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Note9 — Stockholders’** Equity**

Series B Preferred Stock

As of* March 31, 2026,*the Company had 1,620 shares of Series B Convertible Preferred Stock ("Series B Preferred Stock") issued and outstanding. The Series B Preferred Stock is classified within permanent equity and recorded in the accompanying condensed consolidated balance sheets at its carrying value.

Convertible preferred stock consisted of the following as of* March 31, 2026:*

The holders of the Series B Preferred Stock have the following rights and preferences:

Voting Rights

Holders of the Series B Preferred Stock haveno voting rights, except as provided in the Certificate of Designation or as otherwise required under applicable Nevada law.

Conversion Rights

Subject to the beneficial ownership limitations set forth in the Certificate of Designation, holders of the Series B Preferred Stock* mayconvert the outstanding Conversion Amount into shares of the Company's common stock at the applicable Conversion Price. The Conversion Price is, at the option of the holder as adjusted: $1.176 per share, subject to adjustment of the issuance of preferred series C; or the Alternate Conversion Price, which is the greater of: the Floor Price of $0.196 per share (subject to adjustment for preferred series C); and 95% of the lowest volume weighted average price ("VWAP") of the Company's common stock during theseven* consecutive trading day period ending on the trading day immediately preceding the delivery of the applicable conversion notice. If a holder elects to convert using the Alternate Conversion Price, the Conversion Amount is multiplied by:105% if the conversion occurs in connection with a Change of Control; or 125% in all other circumstances.

No holder* mayconvert shares to the extent that, after giving effect to the conversion, the holder and its affiliates would beneficially own more than 4.99% of the Company's outstanding common stock, which percentage may*be increased to as much as 9.99% upon prior notice to the Company.

Down-Round Adjustment and Deemed Dividend

The Certificate of Designation contains anti-dilution provisions that require adjustment of the Series B Preferred Stock conversion price upon certain issuances of securities at prices below the then-effective conversion price. On* March 4, 2026,the Company issued Series C Preferred Stock with a conversion price below the then-effective conversion price of the Series B Preferred Stock. Accordingly, pursuant to Section8*(a)(ii) of the Certificate of Designation, the conversion price of the Series B Preferred Stock was adjusted to $1.176 per share, equivalent to the stated conversion price of the Series C Preferred Stock.

The Company determined that the reduction in the conversion price provided additional value to the holders of the Series B Preferred Stock and therefore represented a deemed dividend. For thethree months ended* March 31, 2026,*the Company recognized a deemed dividend of approximately $263,000 related to the down-round adjustment.

Because the Company had an accumulated deficit as of* March 31, 2026,the deemed dividend was recorded within additional paid-in capital ("APIC"), resulting inno* net impact on total stockholders' deficit. The deemed dividend is reflected as an adjustment to net loss available to common stockholders in the computation of basic and diluted net loss per share.

Alternate Conversion Floor Amount

Under the terms of the Certificate of Designation, certain Alternate Conversions* may*trigger a Conversion Floor Price Condition, requiring the Company either to increase the stated value of the remaining outstanding Series B Preferred Stock by the applicable Alternate Conversion Floor Amount or to pay such amount to the holder in cash. The Company accounts for any Alternate Conversion Floor Amount as a dividend to the holder of the Series B Preferred Stock, whether settled through an increase in the stated value of the preferred stock or through a cash payment.

On* February 18, 2026,*the holder elected to convert approximately $1.96 million of stated value of the Series B Preferred Stock pursuant to an Alternate Conversion. Because the Alternate Conversion Price was below the applicable Floor Price, a Conversion Floor Price Condition was triggered. The resulting Alternate Conversion Floor Amount was determined to be approximately $2.39 million.

The Company elected to satisfy this obligation by increasing the stated value of the remaining outstanding Series B Preferred Stock. Because the Series B Preferred Stock is classified within permanent equity, the increase in stated value was recorded within APIC. The corresponding deemed dividend of $2,394,580 resulting from the Alternate Conversion Floor Amount was also recorded within APIC. As a result, there wasno net impact on total stockholders' deficit.

For thethree months ended* March 31, 2026,*the Company recognized deemed dividends of approximately $2.39 million related to Alternate Conversion Floor Amounts. These deemed dividends are reflected as an adjustment to net loss available to common stockholders in the calculation of basic and diluted net loss per share.

Redemption

The Company* mayredeem all, butnot* less than all, of the outstanding Series B Preferred Stock at a redemption price equal to the greater of: The Conversion Amount being redeemed; or The value obtained by multiplying: the applicable Conversion Rate; by the highest Closing Sale Price of the Company's common stock during the period specified in the Certificate of Designation.

Dividends

The Series B Preferred Stock doesnot accrue or pay cash dividends. However, certain adjustments and Alternate Conversion provisions under the Certificate of Designation* may*result in deemed dividends that are recognized in accordance with applicable accounting guidance.

Liquidation Preference

Upon a liquidation event, holders of the Series B Preferred Stock are entitled to receive, prior to any distribution to holders of common stock and pari passu with any parity securities, an amount equal to the greater of:125% of the Conversion Amount; or the amount the holder would have received had the Series B Preferred Stock been converted into common stock immediately prior to the liquidation event.

Series C Preferred Stock

On* March 4, 2026,*the Company and an institutional investor (the "Investor") entered into a Securities Purchase Agreement (the "SPA") pursuant to which the Company issued 100 shares of its Series C Convertible Preferred Stock, par value $0.0001 per share ("Series C Preferred Stock"), for aggregate gross proceeds of $100,000. On the same date, the Company filed a Certificate of Designation of Rights and Preferences of the Series C Preferred Stock (the "Certificate of Designation") with the Secretary of State of Nevada.

Pursuant to the terms of the Certificate of Designation, conversion of the Series C Preferred Stock into shares of the Company's common stock in excess of the limitations imposed by the rules and regulations of the Nasdaq Capital Market is conditional upon obtaining shareholder approval. Until such approval is obtained, conversion of the Series C Preferred Stock remains subject to the exchange cap provisions set forth in the Certificate of Designation.

In connection with the issuance of the Series C Preferred Stock, the Company incurred direct and incremental issuance costs of $10,000 consisting primarily of legal and professional fees, which reduced the carrying value of the Series C Preferred Stock.

Convertible preferred stock consisted of the following as of* March 31, 2026:*

Convertible Series C Preferred Stock is classified as permanent equity as a result of there beingno redemption features solely within the control of the Company, accordingly this is recorded on the accompanying condensed consolidated balance sheet at its issuance date fair value.

The holders of the Series C Preferred Stock have the following rights and preferences:

Voting

Holders of shares of Series C Preferred Stock generally haveno voting rights except as required by Nevada law and with respect to certain protective provisions contained in the Certificate of Designation. The consent of a majority of the outstanding Series C Preferred Stock is required before the Company* may,*among other things, amend its organizational documents in a manner that adversely affects the Series C Preferred Stock, increase or decrease the authorized number of Series C Preferred Stock, create or authorize any senior or pari passu securities, redeem junior securities, pay dividends on junior securities, issue additional Series C Preferred Stock or otherwise circumvent rights granted to holders of the Series C Preferred Stock.

Conversion Rights

Subject to the Maximum Percentage, holders of outstanding shares of Series C Preferred Stock are entitled to convert any portion of the outstanding and unpaid Conversion Amount thereof into shares of common stock at the Conversion Rate. For such purpose: (i) "Conversion Amount" means the stated value thereof (or $1,000 per share) and any other unpaid amounts owed to such holder under the Transaction Documents; (ii) "Conversion Rate" means the amount determined by dividing (x) such Conversion Amount by (y) the Conversion Price; (iii) "Conversion Price," as of any date of determination and subject to adjustment as provided therein, shall initially be $1.176 per share; and (iv) "Alternate Conversion Price" means the lowest of (a) the applicable Conversion Price in effect on the applicable Conversion Date and (b) the greater of (x) the Floor Price of $0.196 (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations and similar events) and (y)90% of the lowest volume weighted average price ("VWAP") of the Company's common stock during theten consecutive trading day period ending and including the trading day immediately preceding the delivery of the applicable conversion notice.

In the event a holder elects to convert the Series C Preferred Stock at the Alternate Conversion Price, the Conversion Amount shall be multiplied by (i)105% if in connection with a Change of Control or (ii)125% otherwise.

A holder of Series C Preferred Stock doesnot have the right to convert any portion of its shares to the extent that, following such conversion, the holder together with its affiliates would beneficially own in excess of 9.99% of the Company's outstanding common stock (the "Maximum Percentage"). The Maximum Percentage* may*be decreased or increased,not to exceed 9.99%, upon prior notice to the Company as provided in the Certificate of Designation.

Subject to certain exceptions outlined in the Certificate of Designation, including equity issuances under the Company's equity incentive plans and certain strategic acquisitions, if the Company issues common stock or securities convertible into, exercisable for, or exchangeable into common stock at an effective price per share below the then applicable Conversion Price, the Conversion Price of the Series C Preferred Stock shall be reduced to the effective price per share of such issuance.

Redemption

Under the Certificate of Designation, the Company has the right to redeem all, butnot less than all, of the then outstanding shares of Series C Preferred Stock at a price equal to the greater of (i) the Conversion Amount being redeemed and (ii) the product of (1) the Conversion Rate applicable to the Conversion Amount being redeemed multiplied by (2) the greatest Closing Sale Price of the Company's common stock on any trading day during the period beginning on the trading day immediately preceding the Company's redemption notice and ending on the trading day immediately prior to the date of redemption payment.

Upon the occurrence of certain bankruptcy-related triggering events specified in the Certificate of Designation, the Company is required to redeem the outstanding Series C Preferred Stock for cash at the redemption price specified in the Certificate of Designation.

Dividends

The Series C Preferred Stock bearsno dividends.

Liquidation

In the event of any liquidation, dissolution or winding up of the Company, the Series C Preferred Stock ranks junior to any Senior Preferred Stock, pari passu with any Parity Stock and senior to the Company's common stock and other Junior Stock with respect to the distribution of assets. Holders of the Series C Preferred Stock are entitled to receive distributions in accordance with the priorities established in the Certificate of Designation before any distribution is made to holders of Junior Stock.

SeriesX* Preferred Stock Redemption*

On* January 8, 2026,pursuant to the Redemption Agreement entered into on November 12, 2025,the Company redeemed 200 shares of SeriesX* Preferred Stock from Mr. La Rosa for aggregate consideration of $2,000,000. The Company paid $1,700,000 at closing and recorded a related-party payable of $300,000 which is included in accrued expenses on the condensed consolidated balance sheets as of* March**31,2026* for the remaining non-contingent consideration.

The Redemption Agreement also provides for an additional contingent payment of up to $500,000 upon the satisfaction of specified SEC reporting and listing compliance requirements forfour consecutive fiscal quarters. As of* March 31, 2026,such conditions hadnot* been satisfied andno liability related to the contingent consideration had been recorded. The redeemed shares were immediately cancelled and returned to the status of authorized but unissued preferred stock.

Common Stock Issuances

For thethree* months ended* March 31, 2026

On* February 17, 2026,the Company entered into a marketing agreement pursuant to which the Company agreed to issue 3,500 shares of the Company’s common stock for services rendered. The stock compensation expense for thethree* months ended* March 31, 2026,*related to this transaction amounted to $44,450.

For thethree* months ended* March 31, 2025

On* January 17, 2025,the Company issued 50 shares of common stock as an exercise of a prefunded warrant which was part of the securities purchase agreement with an institutional accredited investor, Abri Advisors, Ltd., a corporation organized under the laws of Bermuda, agreed to on November 1, 2024.*

On* February 5, 2025,the Company issued the CEO an aggregate of 367 unregistered shares of common stock of the Company, par value $0.0001 per share (the “Shares”) as a compensation for the services rendered pursuant to his employment agreement with the Company. The Company issued the Shares to the CEO in reliance on exemption from the registration requirements of the Securities Act of1933,* as amended (the “Securities Act”), available to the Company under Section4(a)(2) of the Securities Act due to the fact that the issuance didnot involve a public offering of securities. The stock compensation expense for thethree months ended* March 31, 2025,*related to this transaction amounted to $1,160,381.

On* February 20, 2025,the Company issued shares pursuant a consulting agreement entered into on January 1, 2025in which the Company agreed to issue 215 shares of the Company’s common stock for services rendered. The stock compensation expense for thethree* months ended* March 31, 2025,*related to this transaction amounted to $411,062.

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On* February 20and24,* 2025, the Company entered into marketing agreements pursuant to which the Company agreed to issue 38 and 25 shares of the Company’s common stock, respectively, for services rendered. The stock compensation expense for thethree months ended* March 31, 2025,*related to this transaction amounted to $122,570.

On* March 10, 2025,the Company issued 5 shares to team leaders pursuant to independent contractor agreements signed in2024.* The stock compensation expense for thethree months ended* March 31, 2025,*related to this transaction amounted to $8,036.

On* March 10, 2025,the Company entered into a marketing agreement pursuant to which the Company agreed to issue 31 shares of the Company’s common stock for services rendered. The stock compensation expense for thethree* months ended* March 31, 2025,*related to this transaction amounted to $46,925.

For thethree months ended* March 31, 2025,*the holder of our Senior Secured promissory notes converted 282 shares of the Company’s common stock as part of their First warrants and principal and interest conversions.

For thethree months ended* March 31, 2025,*the Company utilized their ATM and sold a total of 931 shares of the Company’s common stock for gross proceeds of $3,023,563 and net proceeds of $2,919,192.

For thethree months ended* March 31, 2025,*the Company issued 2 shares of the Company’s common stock pursuant to the Restricted Stock Unit (RSU) vesting with a value of $19,454.

Stock Option Awards

For thethree-month periods ended* March 31, 2026and2025*, the Company recorded stock-based compensation for employees and directors awards of $14,066 and $143,904, respectively. The Company didnot realize any tax benefits associated with share-based compensation for thethree-month periods ended* March 31, 2026and2025*, as the Company recorded a valuation allowance on all deferred tax assets.

At* March 31, 2026*, options outstanding that have vested and are expected to vest are as follows:

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Additional information with respect to stock option activity:

The weighted average fair value of stock options granted in the quarter ended* March 31, 2025*and the assumptions used in the Black-Scholes model are set forth in the table below.

As of* March 31, 2026*, unrecognized compensation expense related to stock option awards totaled $28,415. As of* December 31, 2025*, unrecognized compensation expense related to stock option awards totaled $75,126.

Restricted Stock Units

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On* February 1, 2025,a Restricted Stock Unit (“RSU”) (prior to subsequent reverse splits) covering 4,000 shares granted to the Company’s Chief Technology Officer (“CTO”) vested. The Company withheld 1,187 shares to cover payroll tax withholding and issued 2,813 shares to the executive. The Company also granted a new RSU to the CTO on February 1, 2025,with the right to vest on thefirst* anniversary of the grant.

For thethree-month periods ending* March 31, 2026and2025*, the Company recorded $51,210 and $21,973, respectively, of share-based compensation expense related to the RSUs. The Company didnot realize any tax benefits associated with share-based compensation for thethree-month periods ended* March 31, 2026and2025*, as the Company recorded a valuation allowance on all deferred tax assets.

Acquisition of Noncontrolling Interest

On* February 11, 2026,the Company acquired the remaining 49% noncontrolling interest in La Rosa Realty Lakeland LLC for consideration of $350,000, consisting of $150,000 in cash and a $200,000 promissory note. Because the Company retained its controlling financial interest in La Rosa Realty Lakeland LLC both before and after the transaction, the acquisition was accounted for as an equity transaction in accordance with ASC810*-10-45-23, Consolidation, Changes in a Parent's Ownership Interest While Retaining Control. The carrying value of the noncontrolling interest acquired exceeded the consideration transferred by approximately $592,902, which was recorded as an increase to additional paid-in capital. The transaction hadno impact on consolidated net loss or earnings per share.

Note10 — Earnings Per Share

Basic loss per share of common stock attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share of common stock attributable to common stockholders is computed by giving effect to all potential shares of common stock, including those related to the Company’s outstanding warrants, options and RSUs, to the extent dilutive. For all periods presented, these potential shares were excluded from the calculation of diluted loss per share because their inclusion would be anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented.

The following table sets forth common stock equivalents that have been excluded from the computation of dilutive weighted average shares outstanding as their inclusion would have been antidilutive:

Note11 — Segments

The Company’s business is organized intosix material reportable segments which aggregate100% of revenue:

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The reporting segments follow the same accounting policies used in the preparation of the Company’s condensed consolidated financial statements. The following represents the information for the Company’s reportable segments for thethree months ended* March 31, 2026and2025*, respectively.

In addition to the expenses from these segments, corporate expenses were $11,487,149 and $93,509,028, which resulted in the net loss of $13,465,376 and $95,698,885 for thethree months ended* March 31, 2026and2025*, respectively.

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The following table disaggregates the Company’s revenue based on the type of sale or service and the timing of satisfaction of performance obligations for thethree months ended* March 31, 2026and2025*, respectively.

Note12 — Subsequent Events

Acquisition of Remaining Interest in Orlando

On* April 3, 2026,the Company, La Rosa Realty Orlando LLC, a majority owned subsidiary of the Company (the “Orlando”), andtwo* selling members of Orlando (collectively, the “Sellers”), entered into a settlement agreement (“Settlement Agreement”), pursuant to which, each of the Sellers sold their 24.5% membership interests (collectively, the “Interests”) in Orlando to the Company, and the Company agreed to (i) forgive the amount of $106,447 allegedly owed byone of the Sellers to Orlando, (ii) forgive the alleged $152,295 franchise fee obligation underone of the Seller’s personal guaranty, (iii) payone of the Sellers the amount of $10,000, and (iv) dismiss without prejudice the civil suit of La Rosa Realty Corp., La Rosa Realty Orlando LLC v. Reinaldo Zapata, Viviana Figueroa, pending in the Circuit Court of Orange County, Florida. As a result of this transaction, Orlando became a wholly-owned subsidiary of the Company.

** April 2026Reverse Stock Split

Following the Stockholders Approval described below, the Company effected a1-for-10 reverse stock split of the Common Stock, issued and outstanding, effective as of12:01 a.m. (New York time) on* April 20, 2026 (** “April 2026Reverse Stock Split”). As a result of the April 2026Reverse Stock Split, everyten* (10) shares of issued and outstanding Common Stock were automatically combined intoone (1) issued and outstanding share of Common Stock. Unless noted otherwise, all share and the price per share information for all periods presented in this report have been retroactively adjusted for* April 2026*Reverse Stock Split.

Nasdaq Notices Regarding Filing Deficiencies

On* April 16, 2026,the Company received a notice (the“10*-K Notice”) from the Nasdaq Listing Qualifications Department (the “Staff”) that the Company isnot in compliance with Nasdaq Listing Rule5250(c)(1) as a result of its failure to timely file its Annual Report on Form10-K (“Comprehensive Form10-K”) for the fiscal year ended* December 31, 2025 (the “Initial Delinquent Filing”) with the SEC. The Staff informed the Company that, under Nasdaq rules, the Company has60* calendar days, or until* June 15, 2026,to submit a plan to regain compliance, and if the Staff accepts such plan, they can grant an exception of up to180* calendar days from the Initial Delinquent Filing’s due date (or until* October 12, 2026)*to regain compliance.

On* May 21, 2026,the Company also received a notice (the“10*-Q Notice,” and together with the10-K Notice, the “Notices”) from the Staff indicating that the Company isnot in compliance with Nasdaq Listing Rule5250(c)(1) due to its failure to timely file its Quarterly Report on Form10-Q for the period ended* March 31, 2026,and noting that the Company also remains delinquent in filing its Initial Delinquent Filing. The10*-Q Notice further states that, in accordance with Nasdaq rules and as previously communicated in the10-K Notice, the Company has until* June 15, 2026,to submit a plan to regain compliance, and if the Staff accepts such plan, any exception granted will be limited to a maximum of180* calendar days from the due date of the Initial Delinquent Filing, or until* October 12, 2026,*to regain compliance.

The Notices haveno immediate effect on the listing or trading of the Common Stock, which will continue to trade on The Nasdaq Capital Market under the symbol “LRHC.”

On* June 4, 2026,the Company filed Comprehensive Form10*-K with the SEC. On* June 10, 2026,the Company received a letter from the Staff indicating that based on the June 4, 2026filing of the Form10*-K, the Staff has determined that the Company complies with Nasdaq Listing Rule5250(c)(1) with regard to the Form10-K filing. However, since it hasnot received the Company’s Form10-Q, the Company remains noncompliant Nasdaq Listing Rule5250(c)(1). On* June 11, 2026,the Company submitted to Nasdaq a plan of compliance (the “Plan”) addressing how the Company intends to regain compliance with Nasdaq’s listing rules with respect to the delinquent reports, and Nasdaq has the discretion to grant the Company up to180* calendar days from the due date of the Form10-K, or* October 12, 2026,*to regain compliance.

Series D Preferred Stock Financing

On* May 27, 2026,the Company and the Investor entered into a securities purchase agreement pursuant to which the Company issued the Investor 250 shares of the Company’s Series D Convertible Preferred Stock, par value $0.0001 per share (“Series D Preferred Stock”), for a purchase price of $1,000 per share. On the same date, the Company filed respective Certificate of Designation of Rights and Preferences of the Series D Preferred Stock with the Secretary of State of the State of Nevada. The rights, preferences and limitations of the Series D Preferred Stock are set forth in the Certificate of Designation, including conversion rights into shares of the Company’s common stock, subject to certain limitations and adjustment provisions. Pursuant to the agreement, the remaining 250 shares of Series D Preferred Stock were issuable by the Company to the Investor at its sole option upon the filing of the Company’s Annual Report on Form10*-K for the year ended* December 31, 2025.On June 4, 2026,the Company filed its Annual Report on Form10*-K with the SEC. On* June 10, 2026,*in accordance with the terms of the securities purchase agreement, the Company issued the Investor remaining 250 Series D Preferred Stock for aggregate gross proceeds of $250,000.

Nasdaq Notice Regarding Stockholders’ Equity

On* June 10, 2026,the Company received a letter from the Staff indicating that, because the Company’s stockholders’ equity as reported in its Form10*-K for the fiscal year ended* December 31, 2025,was $(1,848,252), the Company isno* longer in compliance with Nasdaq Listing Rule5550(b)(1), which requires companies listed on The Nasdaq Capital Market to maintain a minimum of*$2,500,000* in stockholders’ equity for continued listing. The letter from Nasdaq hasno immediate effect on the listing of the Company’s common stock and its common stock continues to be listed on The Nasdaq Capital Market under the symbol “LRHC”. On* July 27, 2026,the Company submitted to Nasdaq a plan of compliance addressing how the Company intends to regain compliance with Nasdaq’s listing rules with respect to the Nasdaq Listing Rule5550*(b)(1). If the plan is accepted, the Company can be granted up to180 calendar days from the date of the letter (or until* December 7, 2026)*to evidence compliance.

Series E Preferred Stock Financing

On* July 10, 2026,the Company and the Investor entered into a securities purchase agreement pursuant to which the Company issued the Investor 250 shares of the Company’s Series E Convertible Preferred Stock, par value $0.0001 per share (“Series E Preferred Stock”), for a purchase price of $1,000 per share. On July 9, 2026,*the Company filed a Certificate of Designation of Rights and Preferences of the Series E Preferred Stock with the Secretary of State of the State of Nevada. The rights, preferences and limitations of the Series E Preferred Stock are set forth in the Certificate of Designation, including conversion rights into shares of the Company’s common stock, subject to certain limitations and adjustment provisions.

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