La Rosa Holdings Corp.
For the period ended Jun 30, 2026. Filed Aug 21, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 21, 2026
LRHC$0.76-15.4%Stored close · as of Oct 16, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-07-31.
0001437749-26-025230
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-21.
0001437749-26-028725
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 138 previous paragraphs and 124 current paragraphs.
64 unchanged; 25 reworded; 26 added; 46 removed; 3 previous and 9 current paragraphs rearranged.
Tables are not compared: 31 previous and 34 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (26)
Current report
Cancelled Transactions
Current report
In February 2026, the Company entered into a contract to acquire a parcel of land in Osceola County, Central Florida, which was cancelled by the parties on May 15, 2026 upon mutual agreement.
Current report
Series E Preferred Stock Financings
Current report
On July 31, 2026, the Company and the Investor entered into a securities purchase agreement pursuant to which the Company issued the Investor 150 shares of the Series E Preferred Stock, for a purchase price of $1,000 per share.
Current report
On August 18, 2026, the Company and the Investor entered into a securities purchase agreement pursuant to which the Company issued the Investor 210 shares of the Series E Preferred Stock, for a purchase price of $1,000 per share.
Current report
In June 2026, the existing home sales market declined 2.4% from May and increased 2.8% from the prior year reaching a seasonally adjusted annual rate (SAAR) of 4.09 million units, and a record median price of $440,600, according to the NAR. The fluctuations in monthly home sales activity are driven by mild fluctuations in mortgage rates. This indicates that home buyers are sensitive to affordability conditions. Job gains will continue to provide support for the housing market. The $440.6 thousand median home price is an all-time high. Affordability is better than a year ago because wage growth is outpacing home price growth, However, progress on long-term housing affordability could be hampered if inventory growth continues to stall. Without consistent gains in inventory, home prices can accelerate. It is critical to introduce more supply to the market to widen the opportunity for homeownership.
Current report
Three Months Ending June 30*
Current report
Franchising services revenue decreased by approximately $9.6 thousand, or 31%, in the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The decrease is attributable the ending of certain franchise agreements.
Current report
Property management revenue decreased by approximately $6.8 thousand, or 7%, in the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, as a result of a decrease in the number of properties under management.
Current report
Title settlement and insurance revenue decreased by approximately $4.9 thousand, or 6%, in the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to loss of key management during the second quarter of 2026.
Current report
Six Months Ending June 30*
Current report
Property management revenue decreased by approximately $4.1 thousand, or 2%, in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, as a result of less properties under management.
Current report
Real estate brokerage services (commercial) revenue increased by approximately $233.8 thousand, or 95%, in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, as a result of new leadership in the department and the condensing lead time it generally takes to generate a commercial real estate transaction.
Current report
Three Months Ending June 30
Current report
Real estate brokerage services (commercial) revenue increased by approximately $20.4 thousand, or 61%, in the six months ended June 30, 2026 as compared to the three months ended June 30, 2025, as a result of new leadership in the department and the condensing lead time it generally takes to generate a commercial real estate transaction.
Current report
Six Months Ending June 30*
Current report
Gross margin for franchising services increased by approximately $211.6 thousand, or 136%, in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, related to prior year adjustments in this category.
Current report
Real estate brokerage services (commercial) revenue increased by approximately $55.9 thousand, or 99%, in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, as a result of new leadership in the department and the condensing lead time it generally takes to generate a commercial real estate transaction.
Current report
Gross margin related to title and settlement services increased by approximately $15.6 thousand, or 10%, in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. related to new management who is working to reduce related cost of sales.
Current report
Three Months Ending June 30
Current report
Selling, general and administrative costs decreased by approximately $478.9 thousand , or 13%, in the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Of this decrease $440 thousand is related to payroll due to reduction in salaries for executives and reduction in benefits for the quarter, $418 thousand for sales and marketing, partially offset by a $246 thousand increase in rent and a $177 increase in professional fees, in general due to cost cutting strategies implemented by management.
Current report
Six Months Ending June 30
Current report
Selling, general and administrative costs decreased by approximately $388.7 thousand, or 5%, in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. Of this decrease, $716 thousand is related to payroll costs related to executive salary and benefit reductions, $572 thousand to sales and marketing expenses partially offset by $743 increase in professional fees related to issuance cost for the Convertible Note 2026 and $305 thousand increase in rent and other which includes the increase in the allowance for credit losses due to aged receivables.
Current report
Stock-based compensation decreased by approximately $435 thousand in the three months ended June 30, 2026, primarily due to no new options or grants of restricted stock units in the current year.
Current report
Stock-based compensation decreased by approximately $2.2 million in the six months ended June 30, 2026, primarily due to to no new options or grants of restricted stock units in the current year.
Current report
Liquidity and Capital Resources - Going Concern and Management’ s Plans
Removed paragraphs (46)
Previous report
Departure and Appointment of the Board Members
Previous report
On February 5, 2026, Michael La Rosa resigned from the Board, and upon recommendation of the Nominating Committee, on February 10, 2026, the Board appointed Mr. Jaime Cosculluela as a member of the Board.
Previous report
Convertible Note Facility, Redemption Agreement, and Series X Amendment to the Articles of Incorporation
Previous report
On November 12, 2025, the Company and the certain institutional investors (“Investors”) entered into the Securities Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company agreed to, among other things, 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, subject to the satisfaction or waiver of certain closing conditions. Pursuant to the Purchase Agreement, on November 12, 2025, the Company issued a Token Right (the “Token Right”) to certain Investors, pursuant to which upon exercise of the Token Right and for no further consideration the holder will be entitled to receive an aggregate number of Right Tokens (as defined therein) equal to the sum of (i) fifty percent (50%) of any and all Tokens (as defined in the Token Right) purchased by the Company using the net proceeds of each closing of the Purchase Agreement and (ii) twenty-five percent (25%) of any and all Tokens purchased by the Company using the net proceeds of any Other Financing (as defined therein).
Previous report
In connection with the Purchase Agreement, on November 12, 2025, the Company and Mr. La Rosa entered into a redemption agreement (“Redemption Agreement”), pursuant to which, on the initial closing date of the Purchase Agreement, the Company agreed to redeem and immediately cancel and return to the status of “blank check” preferred stock of the Company, certain number of Mr. La Rosa’s shares of Series X Super Voting Preferred Stock (“Series X Preferred Stock”) such that, immediately after such redemption, he will own shares of Series X Preferred Stock representing not less than 80% of the total voting power of the Company for a redemption price of $2,000,000 payable upon such redemption, and $500,000 contingently payable upon the satisfaction of certain conditions. Mr. La Rosa’s remaining shares of Series X Preferred Stock will be redeemable by the Company at a subsequent time determined by the Board or otherwise as set forth in the Redemption Agreement for no additional consideration. These redemptions of the Series X Preferred Stock were conditioned upon stockholders’ approval and effectiveness of the Certificate of Amendment to the Articles of Incorporation (the “Series X Certificate of Amendment”) to provide that the shares of the Series X Preferred Stock may be redeemed from time to time and at any time in whole or in part upon such terms and conditions as may be approved by the Board and agreed to by the holder(s) thereof. Upon effectiveness of respective stockholders’ approval on December 25, 2025, such Series X Certificate of Amendment was effective as of December 26, 2025.
Previous report
On January 8, 2026, the Company consummated the initial closing (the “Initial Closing”) under the Purchase Agreement, pursuant to which it issued the Investors a senior secured convertible note in the principal amount of $11,000,000 (the “Initial Note”), together with a previously issued Token Right, for an aggregate purchase price of $9,900,000. The Initial Note is convertible into shares of Common Stock, at an initial conversion price equal to $8.347, subject to adjustment as provided in the Initial Note, provided that in no event may the conversion price be less than the floor price of $7.78, which will be lowered pursuant to the terms of the Initial Note for the Initial Note and all other notes (together, the “Notes”) upon the effectiveness of the stockholders’ approval of such reduction (the “Floor Price”). The Initial Note bears interest at a rate of ten percent (10%) per annum that is payable monthly in arrears commencing on February 1, 2026, matures twenty-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 of nineteen percent (19%) per annum) as described in the Initial Note.
Previous report
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. As a condition to the Initial Closing as provided in the Securities Purchase Agreement on January 5, 2026, the Company and the Collateral Agent also entered into that certain Account Control Agreement.
Previous report
The Company received $9,635,000 in net proceeds from the Initial Closing, that were used as follows: (i) $7,000,000 of net proceeds to acquire Note Purchased Crypto (as defined in the Notes) as a digital asset for the Company’s balance sheet, (ii) $2,000,000 of the net proceeds to redeem a portion of the outstanding shares of the Series X Preferred Stock pursuant to the Redemption Agreement, (iii) $500,000 of the net proceeds to be kept in a controlled account to fund the redemption of remaining shares of the Series X Preferred Stock in accordance with the terms of the Redemption Agreement, and (iv) any remaining proceeds, for general corporate purposes, working capital, acquisitions and other strategic transactions. Curvature Securities LLC served as placement agent in connection with the offering.
Previous report
On the Initial Closing, pursuant to the terms of the Redemption Agreement, the Company redeemed 200 shares of the Series X Preferred Stock held by Mr. Joseph La Rosa, and the Company and Mr. La Rosa agreed that the Company will pay Mr. La Rosa a portion of the Fixed Redemption Price (as defined in the Redemption Agreement) equal to $1,700,000 immediately after the Initial Closing and the remaining $300,000 of the Fixed Redemption Price will be paid to Mr. La Rosa at a later date to be agreed by the Company and Mr. La Rosa.
Previous report
On March 24, 2026, the Company and Investors entered into an Amendment to the Purchase Agreement to 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 (as defined in the Purchase Agreement) as a digital asset for the Company’s balance sheet, and (3) the remaining 40% for general corporate purposes, working capital, acquisitions and other strategic transactions (including, but not 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 digital asset for the Company’s 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, but not 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 payable not earlier than December 31, 2026.
Previous report
In addition, on March 24, 2026, the Company and Investors entered into Amendment No. 1 to the Token Right (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 Purchase Agreement and (ii) fifty- six and one 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).
Previous report
The Company entered into the Purchase Agreement and transactions contemplated thereby to secure immediate and committed access to capital at a time when alternative financing sources were either unavailable or significantly more dilutive and restrictive. The facility was intended to provide critical liquidity to support ongoing operations, address going concern considerations, and preserve enterprise value. In addition, the Company sought to strengthen its balance sheet and position itself to deploy capital into strategic initiatives, including investments in stablecoins, A.I. infrastructure, and data center opportunities, which management believes have the potential to enhance long-term shareholder value. Unlike traditional financing, the structure allows the Company to draw capital incrementally, providing flexibility to align funding with operational needs and market conditions. While the transaction includes costs such as potential dilution and derivative liabilities, management determined that these were justified given the significant risk to the business if capital was not secured. The transaction was negotiated at arm’s length and, in management’s view, represents a reasonable and necessary financing solution under the circumstances.
Previous report
Investments in Digital Assets
Previous report
As described above, on January 8, 2026, we consummated the Initial Closing pursuant to the Purchase Agreement. We agreed to use majority of net proceeds from the closings under the Purchase Agreement and any equity line of credit, equity purchase facility or at-the-market offering to acquire cryptocurrency in the form that the Investors and Company have mutually agreed to in writing as a digital asset for the Company’s balance sheet. We have further agreed with the Investors that we will acquire stablecoins as these digital assets. Since January 1, 2026, we used net $6.7 million from the Initial Closing and $3.6 million from our equity line of credit to acquire stablecoins. As of May 31, 2026, we held $10.3 million primarily in the following types of digital assets: FRXUSD and USDC. Our current strategy is to hold stablecoins to preserve the value of the initial investment. During which time we will perform counterparty due diligence potentially using our digital assets for our strategic efforts towards expansion into AI data centers ecosystem. There can be no assurance as to the timing, size, form, or success of this initiative, and it involves significant risks, evolving regulation, financing dilution, and custody or cybersecurity concerns.
Previous report
On November 10, 2025, the Company’s stockholders holding a majority of the voting power of the Company by a written consent approved the amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, to effect one or more reverse stock splits of the Company’s Common Stock in each case at a ratio in the range of 1-for-5 to 1-for-100, with such ratio to be determined by the Board (“Stockholders Approval”). Such resolution became effective on December 25, 2025, or twenty (20) days after the Company filed with the SEC and mailed to its stockholders respective Information Statement on Schedule 14C on or approximately December 4, 2025. Following such stockholders’ approval, the Company effected a 1-for-10 reverse stock split of the Common Stock, issued and outstanding, effective as of 12:01 a.m. (New York time) on January 26, 2026 (“January 2026 Reverse Stock Split”). As a result of the January 2026 Reverse Stock Split, every ten (10) shares of issued and outstanding Common Stock were automatically combined into one (1) issued and outstanding share of Common Stock.
Previous report
Disposition of LR Kissimmee
Previous report
On February 4, 2026, the Company sold its 51% membership interest (the “Interest”) in Horeb Kissimmee Realty LLC, a Florida limited liability company (“LR Kissimmee”) to LR Kissimmee’s pre-Transaction 49% owner (the “Buyer”) pursuant to a Membership Interest Purchase Agreement (the “Sale Agreement”) by and among the Company, the Buyer and LR Kissimmee. Under the Sale Agreement, the Company will receive from the Buyer aggregate cash consideration for the Interest of $500,000, payable in twelve (12) equal monthly installments of $41,667, commencing February 28, 2026. In addition, the Buyer agreed to pay the Company $61,200, representing the Company’s pro rata share of an outstanding loan previously made by LR Kissimmee to the Buyer, payable in four (4) equal quarterly installments of $15,300 commencing on the same date. As a result of the transaction, the Company has fully withdrawn as a member of LR Kissimmee and has no continuing ownership interest therein. In connection with the Transaction, the Company also entered into a Trademark & Brand Licensing Agreement (the “Licensing Agreement”) with LR Kissimmee, pursuant to which the Company granted to LR Kissimmee a non-exclusive, non-transferable license to use certain trademarks and branding of the Company in connection with LR Kissimmee’s real estate brokerage business. The Licensing Agreement provides for a flat monthly licensing fee payable to the Company of $4,500 and has an initial term of one (1) year.
Previous report
On February 11, 2026, the Company acquired from the selling member (the “Seller”) all of his 49% membership interest in La Rosa Realty Lakeland LLC, a Florida limited liability company (“Lakeland”), pursuant to a Membership Interest Purchase Agreement and a Settlement Agreement by and among the Company, Joseph La Rosa, the Chief Executive Officer of the Company, the Seller, and Lakeland, for aggregate cash consideration of $350,000 (the “Purchase Price”), consisting of (i) an initial payment of $150,000 payable within ten (10) days following the closing, and (ii) installment payments totaling $200,000, payable in twelve (12) equal monthly installments of $16,667 commencing on March 1, 2026. As a result of the transaction, Lakeland became a wholly owned subsidiary of the Company. As part of the transaction, on February 11, 2026, the Company and the Seller also entered into a Pledge Agreement, pursuant to which, as a security for the unpaid portion of the Purchase Price, the Company granted the Seller a perfected, first-priority security interest in a non-voting 28% economic membership interest in Lakeland.
Previous report
Amendments to Officers Employment Agreements
Previous report
On February 19, 2026, with the approval of its Board, the Company entered into (i) an Amendment (the “CEO Amendment”) to the Amended and Restated Employment Agreement, dated November 12, 2025, with Joseph La Rosa, the Company’s Chief Executive Officer (the “CEO”), and (ii) an Amendment (the “COO Amendment”) to the Employment Agreement, dated January 31, 2024 (the “COO Employment Agreement”), with Deana La Rosa, the Company’s Chief Operating Officer (“COO”).
Previous report
Under the CEO Amendment, Mr. La Rosa agreed to a reduction in his base salary from $500,000 to $200,000 per annum, in consideration of which the Company agreed to revise certain provisions of the Confidential Information and Invention Assignment Agreement dated April 12, 2022 (the “CIA Agreement”), between Mr. La Rosa and the Company so that Mr. La Rosa’s non-competition restrictions were effective only during the term of his employment with the Company. In addition, the period of non-solicitation restrictions under the CIA Agreement was reduced from twenty-four (24) to twelve (12) months post-employment. These changes became effective on March 15, 2026.
Previous report
Under the COO Amendment, Mrs. La Rosa agreed to a reduction in her base salary from $250,000 to $100,000 per annum, in consideration of which the Company agreed to revise certain restrictive covenants of the COO Employment Agreement so that Mrs. La Rosa’s non-competition restrictions were effective only during the term of her employment with the Company, and the period of non-solicitation restriction was reduced from twenty-four (24) to twelve (12) post-employment. These changes became effective on March 15, 2026.
Previous report
Land Purchase Agreement
Previous report
In February 2026, the Company entered into a contract to acquire a strategically located parcel of land in Osceola County, one of the fastest-growing regions in Central Florida. Upon completion, this acquisition is expected to represent a key milestone in the Company’s expansion strategy and support the development of a Tier III Artificial Intelligence (“AI”) data center designed to address increasing demand for high-performance computing infrastructure. The planned facility is expected to span up to 10,000 square feet and support an estimated IT load of approximately 1,500 kW, positioning it to serve enterprise, cloud, and AI-driven workloads.
Previous report
Series C Preferred Stock Financing
Previous report
On March 4, 2026, the Company and an institutional investor (the “Investor”) entered into a securities purchase agreement pursuant to which the Company issued the Investor 100 shares of the Company’s Series C Convertible Preferred Stock, par value $0.0001 per share (“Series C 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 C Preferred Stock with the Secretary of State of the State of Nevada.
Previous report
April 2026 Reverse Stock Split
Previous report
Series E Preferred Stock Financing
Previous report
Real Estate Brokerage Services (Residential)
Previous report
Franchising Services
Previous report
Coaching Services
Previous report
Property Management
Previous report
Property management revenue increased by approximately $3 thousand, or 3%, in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, overall this is consistent with the prior year revenues.
Previous report
Real Estate Brokerage Services (Commercial)
Previous report
Real estate brokerage services (commercial) revenue increased by approximately $216 thousand, or 379%, in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, as a result of new leadership in the department and the condensing lead time it generally takes to generate a commercial real estate transaction.
Previous report
Title Settlement and Insurance
Previous report
NM: Not Meaningful
Previous report
Real Estate Brokerage Services (Residential)
Previous report
Franchising Services
Previous report
Coaching Services
Showing the first 40 of 46 passages. Open the source sections for the rest.
Reworded paragraphs (25)
Previous wording
Our real estate brokerage offices, both corporate and franchised, are staffed with 2,979 licensed real estate brokers and sales associates as of March 31, 2026.
Current wording
Our real estate brokerage offices, both corporate and franchised, are staffed with 2,807 licensed real estate brokers and sales associates as of June 30, 2026.
Previous wording
On April 16, 2026, the Company received a notice (the “10-K Notice”) from the Nasdaq Listing Qualifications Department (the “Staff”) that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its Annual Report on Form 10-K (“Comprehensive Form 10-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 has 60 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 to 180 calendar days from the Initial Delinquent Filing’s due date (or until October 12, 2026) to regain compliance.
Current wording
On April 16, 2026, the Company received a notice (the “10-K Notice”) from the Nasdaq Listing Qualifications Department (the “Staff”) that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its Annual Report on Form 10-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 has 60 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 to 180 calendar days from the Initial Delinquent Filing’s due date (or until October 12, 2026) to regain compliance.
Previous wording
On June 4, 2026, the Company filed Comprehensive Form 10-K with the SEC. On June 10, 2026, the Company received a letter from the Staff indicating that based on the June 4, 2026 filing of the Form 10-K, the Staff has determined that the Company complies with Nasdaq Listing Rule 5250(c)(1) with regard to the Form 10-K filing. However, since it has not received the Company’s Form 10-Q, the Company remains noncompliant Nasdaq Listing Rule 5250(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 to 180 calendar days from the due date of the Form 10-K, or October 12, 2026, to regain compliance.
Current wording
On June 4, 2026, the Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 with the SEC. On June 10, 2026, the Company received a letter from the Staff indicating that based on the June 4, 2026 filing of the Form 10-K, the Staff has determined that the Company complies with Nasdaq Listing Rule 5250(c)(1) with regard to the Form 10-K filing. On July 31, 2026, the Company filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026 with the SEC. On August 4, 2026, the Company received a letter from the Staff indicating that based on the July 31, 2026 filing of the Quarterly Report on Form 10-Q, the Staff has determined that the Company complies with Nasdaq Listing Rule 5250(c)(1) and this matter is now closed.
Previous wording
In March 2026, the Company entered into a non-binding letter of intent to acquire 100% of the issued and outstanding equity interests of Consensus Core Technologies, Inc. (“Consensus”), along with certain of its affiliates and subsidiaries. Consensus is a provider of critical infrastructure solutions for AI and high-performance computing. The proposed acquisition is intended to position the Company at the forefront of the AI infrastructure ecosystem and provide a scalable platform to capitalize on the growing demand for AI compute capacity. The consummation of this transaction is subject to, and contingent upon, the execution of a definitive agreement and other related transaction documents by the parties, corporate approval and customary closing conditions. There can be no assurances that such transaction will be consummated.
Current wording
In March 2026, the Company entered into a non-binding letter of intent to acquire 100% of the issued and outstanding equity interests of Consensus Core Technologies, Inc. (“Consensus”), along with certain of its affiliates and subsidiaries. In August 2026 the Company decided to discontinue pursuing the transaction with Consensus.
Previous wording
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 respective Certificate of Designation of Rights and Preferences of the Series E Preferred Stock with the Secretary of State of the State of Nevada.
Current wording
On July 9, 2026, the Company filed respective Certificate of Designation of Rights and Preferences of the Series E Convertible Preferred Stock, par value $0.0001 per share (“Series E Preferred Stock”), with the Secretary of State of the State of Nevada.
Previous wording
Our financial results are primarily driven by the total number of sales agents in our Company, the number of sales agents closing residential real estate transactions, the number of sales agents utilizing our coaching services, the number of agents who work with our franchisees, and the number of properties under management. We increased our agent count by 7.6 %, from 2,769 at March 31, 2025 to 2,979 at March 31, 2026.
Current wording
Our financial results are primarily driven by the total number of sales agents in our Company, the number of sales agents closing residential real estate transactions, the number of sales agents utilizing our coaching services, the number of agents who work with our franchisees, and the number of properties under management. Our agent count decreased 6.5 %, from 3,001 at June 30, 2025 to 2,807 at June 30, 2026.
Previous wording
The benchmark 30-year fixed conforming mortgage rate rose to a peak of about 8% during the second half of 2023, according to Freddie Mac data. That interest rate then retreated to between 6.08% and 7.22% during 2024 and between 6.15% to 7.04% during 2025. Consequently, housing demand remained soft, prices are rising, consumer sentiment has weakened, and home sales are declining. The U.S. Federal Reserve continues to take action intended to address inflation. The Federal Reserve Board maintained the federal funds rate at 533 basis points from August of 2023 through mid-September 2024, when it was reduced to 483 basis points. In May 2026, the federal funds rate was 363 basis points. The fluctuations impact interest rates, which significantly contribute to mortgage rate adjustments. In May 2026, the existing home sales market rose 3.2% compared to both April 2026 and May 2025, reaching a seasonally adjusted annual rate (SAAR) of 4.17 million units, according to the NAR. This increase had a positive impact on consumer demand for our services, as consumers weighed the financial implications of selling or purchasing a home. Continuing improved housing market conditions would positively affect our operating performance and results of operations.
Current wording
The benchmark 30-year fixed conforming mortgage rate rose to a peak of about 8% during the second half of 2023, according to Freddie Mac data. That interest rate then retreated to between 6.08% and 7.22% during 2024 and between 6.15% to 7.04% during 2025. Consequently, housing demand remained soft, prices are rising, consumer sentiment has weakened, and home sales are declining. The U.S. Federal Reserve continues to take action intended to address inflation. The Federal Reserve Board maintained the federal funds rate at 533 basis points from August of 2023 through mid-September 2024, when it was reduced to 483 basis points. In June 2026, the federal funds rate was 363 basis points. The fluctuations impact interest rates, which significantly contribute to mortgage rate adjustments.
Previous wording
Residential real estate services sales revenue decreased by approximately $1.2 million, or 9%, in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The decrease was driven primarily by the sale of its interest in LR Kissimmee.
Current wording
Residential real estate services sales revenue decreased by approximately $5.1 million, or 26%, in the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The decrease was driven primarily by the sale of its interest in LR Kissimmee.
Previous wording
Coaching services revenue decreased by approximately $73 thousand, or 77%, in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to a strategic shift from Coaching services to aid in onboarding of new Agents.
Current wording
Coaching services revenue decreased by approximately $122.4 thousand, or 100%, in the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, primarily due to a strategic shift from Coaching services to aid in onboarding of new Agents.
Previous wording
Franchising services revenue decreased by approximately $4 thousand, or 9%, in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The decrease is attributable to reduction in franchising activities.
Current wording
Franchising services revenue decreased by approximately $13.3 thousand, or 19%, in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The decrease is attributable to reduction in franchising activities.
Previous wording
Title settlement and insurance revenue increased by approximately $22 thousand, or 28%, in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, primarily due to company advertising of this service to its agents.
Current wording
Title settlement and insurance revenue increased by approximately $17.0 thousand, or 11%, in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to company advertising of this service to its agents.
Previous wording
Gross margin for franchising services decreased by approximately $108 thousand, or 148%, in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, related to reduction of the number of franchises due to previous acquisitions and performance of the franchisees.
Current wording
Gross margin for franchising services increased by approximately $103.7 thousand, or 126%, in the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, related to the reduction of active franchises.
Previous wording
Gross margin related to coaching services decreased by approximately $24 thousand, or 62%, in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The decrease is related to a strategic shift from requiring agents to utilize coaching services from the coaching program.
Current wording
Gross margin related to coaching services decreased by approximately $39.6 thousand, or 100%, in the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The decrease is related to a strategic shift from requiring agents to utilize coaching services from the coaching program.
Previous wording
Gross margin related to property management services increased by approximately $3.3 thousand, or 3%, in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase in property management costs was primarily related to cost reduction strategies.
Current wording
Gross margin related to property management services decreased by approximately $6.1 thousand, or 6%, in the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase in property management costs was primarily related to cost reduction strategies.
Previous wording
Gross margin related to title and settlement services increased by approximately $22 thousand, or 28%, in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. We have initiated new management which is focusing on the growth of this segment.
Current wording
Gross margin related to title and settlement services decreased by approximately $6.3 thousand, or 8%, in the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Primarily due to loss of key management during the second quarter of 2026.
Previous wording
Gross margin related to residential real estate brokerage services increased by approximately $0.3 million, or 23%, in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The increase was driven by fee increases enacted on January 1, 2026, which improved gross margins.
Current wording
Gross margin related to residential real estate brokerage services increased by approximately $0.1 million, or 4%, in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The increase was driven by fee increases enacted on January 1, 2026, which improved gross margins.
Previous wording
Other expense, net for the three months ended March 31, 2026, decreased approximately $85 million compared to other expense, net, for the three months ended March 31, 2025. The decrease in expense in 2026 was primarily due to reduction in loss of on issuance of senior secured convertible notes and change on fair value of convertible notes and warrants.
Current wording
Other expense, net for the three months ended June 30, 2026, decreased approximately $81.4 million compared to other expense, net, for the three months ended June 30, 2025. The decrease in expense in 2026 was primarily due to reduction in loss of on issuance of senior secured convertible notes and change on fair value of convertible notes and warrants.
Previous wording
On March 31, 2026, the Company had a cash balance of $1.7 million and working capital of $4.1 million.
Current wording
On June 30, 2026, the Company had a cash balance of $2.3 million and working capital of $4.3 million.
Previous wording
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.
Current wording
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. As of June 30, 2026, the Company received $580,000 in proceeds from the issuance of Series C and D financings net of issuance cost.
Previous wording
During the three months ended March 31, 2026, operating activities consumed $1.7 million of our cash on hand, which was primarily attributable to loss from continuing operations of $2.1 million, excluding stock-based compensation, loss on issuance of senior secured convertible notes, fair market value adjustments, and amortization and depreciation. Changes in operating assets and liabilities provided $325 thousand, mostly due to increases in accounts receivable, notes receivable offset by increases in accounts payable and changes in security deposit and escrow payables.
Current wording
During the six months ended June 30, 2026, operating activities consumed 2.7 million of our cash on hand, which was primarily attributable to loss from continuing operations of $3.1 million, excluding stock-based compensation, loss on issuance of senior secured convertible notes, fair market value adjustments, and amortization and depreciation. Changes in operating assets and liabilities provided $475 thousand, mostly due to increases in accounts receivable, notes receivable offset by increases in accounts payable and changes in security deposit and escrow payables.
Previous wording
During the three months ended March 31, 2025, operating activities consumed $3.5 million of our cash on hand, which was primarily attributable to the net loss of $2.3 million, excluding stock-based compensation, loss on issuance of senior secured convertible notes, fair market value adjustments, and amortization and depreciation, changes in operating assets and liabilities consumed a further $1.2 million, mostly due to an increase in accounts payable and an increase in contract liabilities.
Current wording
During the six months ended June 30, 2025, operating activities consumed $4.8 million of our cash on hand, which was primarily attributable to the net loss of $4.0 million, excluding stock-based compensation, gains and losses on issuance of senior secured convertible notes and warrants, fair market value adjustments, amortization, depreciation and other changes, changes in operating assets and liabilities consumed a further $859 thousand, mostly due to an increase in accounts receivable and an decrease in operating lease liabilities.
Previous wording
During the three months ended March 31, 2026 there was $8.1 million used to purchase digital assets and $411 thousand of cash sold in connection with the disposal of LR Kissimmee.
Current wording
During the six months ended June 30, 2026 there was 10.7 million used in investing activities as a result of the purchase $10.3 million in digital assets and $411 thousand of cash sold in connection with the disposal of LR Kissimmee.
Previous wording
During the three months ended March 31, 2025 there were no activities that consumed cash for the quarter.
Current wording
During the six months ended June 30, 2025 there were no investing activities.
Previous wording
During the three months ended March 31, 2026, we received net cash provided by financing activities of $11.5 million, which included net proceeds from notes payable of $9.9 million and proceeds from issuance of common stock of $3.5 million, offset by $1.7 million in redemption of our Series X preferred stock.
Current wording
During the six months ended June 30, 2026, we received net cash provided by financing activities of 13.2 million, which primarily included net proceeds from notes payable of $9.9 million and proceeds from issuance of common stock of $4.8 million, offset by $1.9 million in redemption of our Series X Super Voting Convertible Preferred Stock.
Previous wording
During the three months ended March 31, 2025, we received net cash provided by financing activities of $4.8 million, which included net proceeds from our sale of our common stock pursuant to the “at-the-market” (ATM) financing of $2.9 million and from our debt issuance in February 2025 of $2.9 million, offset by $1.8 million in payments to notes payable, post-acquisition consideration, and advances on future receipts.
Current wording
During the six months ended June 30, 2025, we received net cash provided by financing activities of $8.4 million, which primarily included net proceeds from our S-3 of $6.7 million and from our debt issuance in February 2025 of $3.4 million, offset by $1.7 million in payments to notes payable, post-acquisition consideration, and advances on future receipts.
Rearranged current paragraphs (9)
Current report — wording carried from elsewhere
On August 21, 2026, the Company received a notice from the Staff that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2026 with the SEC. The Staff informed the Company that, under Nasdaq rules, the Company has 60 calendar days, or until October 20, 2026, to submit a plan to regain compliance, and if the Staff accepts such plan, it may grant an exception of up to 180 calendar days from the filing due date, or until February 16, 2027, to regain compliance.
Current report — wording carried from elsewhere
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 Preferred Stock, for a purchase price of $1,000 per share.
Current report — wording carried from elsewhere
Real estate brokerage services (commercial) revenue increased by approximately $17.3 thousand, or 9%, in the three months ended June 30, 2026 as compared to the three months ended June 30, 2025, as a result of new leadership in the department and the condensing lead time it generally takes to generate a commercial real estate transaction.
Current report — wording carried from elsewhere
Residential real estate services sales revenue decreased by approximately $6.3 million, or 18%, in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The decrease was driven primarily by the sale of its interest in LR Kissimmee.
Current report — wording carried from elsewhere
Coaching services revenue decreased by approximately $195.0 thousand, or 90%, in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to a strategic shift from Coaching services to aid in onboarding of new Agents.
Current report — wording carried from elsewhere
Gross margin related to residential real estate brokerage services decreased by approximately $0.2 million, or 11%%, in the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The decrease was driven by the disposition of LR Kissimmee offset by fee increases enacted on January 1, 2026, which improved gross margins.
Current report — wording carried from elsewhere
Gross margin related to coaching services decreased by approximately $63.5 thousand, or 81%, in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The decrease is related to a strategic shift from requiring agents to utilize coaching services from the coaching program.
Current report — wording carried from elsewhere
Gross margin related to property management services decreased by approximately $2.8 thousand, or 1%, in the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. The decrease in property management costs was primarily related to cost reduction strategies.
Current report — wording carried from elsewhere
Other expense, net for the six months ended June 30, 2026, decreased approximately $1.3 million compared to other expense, net, for the six months ended June 30, 2025. The decrease in expense in 2026 was primarily due to reduction in loss of on issuance of senior secured convertible notes and offset by change on fair value of convertible notes and warrants and gain on settlement of incremental warrants.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Acquisition of Remaining Interest in Lakeland
Previous report — wording carried elsewhere
Potential Acquisition of Consensus Core Technologies, Inc
Previous report — wording carried elsewhere
The Notices have no 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.”