Subsequent Events	12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]
Subsequent Events	Note 18 — Subsequent Events November 2025 Securities Purchase Agreement Initial Closing On January 8, 2026, the Company consummated the Initial Closing under the Purchase Agreement 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 “January 2026 Initial Note”), for an aggregate purchase price of $9,900,000. The January 2026 Initial Note bears interest at a rate of ten percent (10%) per annum that is payable monthly in arrears which commenced on February 1, 2026, matures twenty-four (24) months from the date of issuance (January 8, 2028) 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 January 2026 Initial Note. As long as certain conditions specified in the January 2026 Initial Note are met, the Company has the right to pay interest in cash, shares of the Company’s Common Stock or any combination thereof. If the Company elects to pay interest in shares of the Company’s Common Stock, the number of shares will be determined based on a conversion price equal to the lower of (a) the conversion price then in effect (initially $0.8347) and (b) the greater of the Floor Price (initially $0.778) and 90% of the lowest daily VWAP of the Company’s Common Stock during the 10 trading days immediately preceding the delivery of the interest payment notice. The Initial Note is convertible at the Investors’ option into the Conversion Shares of the Company’s Common Stock, par value $0.0001 per share, at an initial conversion price equal to the lower of (a) $0.8347, 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 $0.778, and (b) 90% of the lowest daily VWAP of the Company’s Common Stock during the 10 trading days immediately preceding the Conversion Date. In addition, the Investors’ may elect an Alternate Conversion at any time, based on the Alternate Conversion Price equal to the lower of (a) the conversion price then in effect (initially $0.8347) and (b) the greater of the Floor Price (initially $0.778) and 90% of the lowest daily VWAP of the Company’s Common Stock during the 10 trading days immediately preceding the Conversion Date. If an Alternate Conversion is elected, and the Conversion Floor Price Condition (as defined in the Purchase Agreement) is met, the Company will also deliver to the Investors cash equal to (a) the VWAP of the Common Stock on the trading day immediately preceding the conversion multiplied by (b) the difference between the number of shares actually received by the Investors in the conversion and the number of shares that would have been received by the Investors if the Floor Price had not been in effect. The January 2026 Initial Note also provides the Investors with the right to redeem all or a portion of the January 2026 Initial Note (either optionally or automatically) upon the occurrence of certain specified events, at a redemption price which includes a 120% premium. The Company also has the right to call the January 2026 Initial Note at any time, with the redemption price also including the 120% premium. The Company received $9,635,000 in net proceeds from the Initial Closing, that will be used as follows: (i) $7,000,000 of net proceeds to acquire Note Purchased Crypto 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 Super Voting Preferred Stock pursuant to the Redemption Agreement, (iii) $500,000 of the net proceeds will be kept in a controlled account to fund the redemption of remaining shares of the Series X Super Voting 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. The Company has performed an assessment of the accounting impact of the January 2026 Initial Note, which will be more fully disclosed in the Company’s Form 10-Q for the quarter ended March 31, 2026. After evaluating the embedded features of the January 2026 Initial Note, the Company made an election to account for the Note under the fair value option. The Company’s preliminary estimate of the fair value of the January 2026 Initial Note is $15,100,000 as of its issuance date. Further, as noted above, $500,000 in net proceeds were utilized to acquire Note Purchased Crypto, initially consisting of certain ‘stablecoin’ crypto assets which are designed to maintain a 1:1 pricing relationship with one U.S. Dollar. Subject to the Token Rights Agreement, 50% of the tokens acquired using the $7,500,000 in net proceeds can be requested to be delivered to the Investors with no further consideration required (with the number of tokens acquired equating to 3,750,000). The Company has determined that the obligations under the Token Rights Agreement represent a derivative financial instrument, and have preliminarily estimated the fair value of such obligation to be approximately $3,750,000 upon the Initial Closing. In order to recognize both the January 2026 Initial Note and the obligation under the Token Rights Agreement derivative liability at their respective fair values at issuance (and in relation to the net proceeds received), the Company recorded a loss on issuance of the instruments, preliminarily estimated to be approximately $9,200,000. Redemption of Series X Super Voting Preferred Stock On January 8, 2026, concurrent the Initial Closing and pursuant to the terms of the Redemption Agreement, the Company redeemed 200 shares of the Series X Super Voting Preferred Stock held by Mr. Joseph La Rosa, the Chief Executive Officer of the Company. Of the initial $2,000,000 Fixed Redemption Price described in the Redemption Agreement, the Company and Mr. La Rosa agreed that the Company will pay Mr. La Rosa $1,700,000 in cash 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. The remaining $500,000 Contingent Redemption Price associated with the repurchase remains subject to the satisfaction of the conditions outlined in the Redemption Agreement. November 2025 Securities Purchase Agreement and Token Rights Agreement Amendments On March 24, 2026, the Company and the Investor entered into an amendment to the Purchase Agreement. The primary purpose of this amendment was to revise the allocation or utilization of net proceeds obtained by the Company from any further equity line of credit, equity purchase facility, or at-the-market offering, such that the net proceeds 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 SPA) 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. The amendment to the Purchase Agreement did not have any effect on the terms of the January 2026 Initial Note described above. On March 24, 2026, the Company and the Investor entered into an amendment to the Token Rights Agreement, under which the Investor will be entitled to receive 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). The amendment to the Token Rights Agreement did not have any additional effect on the terms of the Token Rights Agreement and obligations described above. Securities Purchase Agreement Initial Closing On January 8, 2026, the Company consummated the initial closing (the “Initial Closing”) under the Purchase Agreement 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 “Initial Note”), together with a previously issued Token Right (as defined in the Initial 8-K), for an aggregate purchase price of $9,900,000. The Initial Note is convertible into shares (the “Conversion 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 in no event may the conversion price be less than the floor price of $0.778 (the “Floor Price”). The Initial Note bears interest at a rate of ten percent (10%) per annum that is payable monthly in arrears which commenced 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. As a condition to the Initial Closing as provided in the Purchase Agreement: (i) on December 22, 2025, the Company filed a Certificate of Amendment to its Articles of Incorporation in order to expressly permit the Company to redeem shares of its Series X Super Voting Preferred Stock as described in the Initial 8-K, which became effective on December 26, 2025; and (ii) on January 5, 2026, the Company and the Collateral Agent also entered into that certain Account Control Agreement as described in the Initial 8-K. The Company received $9,635,000 in net proceeds from the Initial Closing, that will be 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 Super Voting Preferred Stock pursuant to the Redemption Agreement (as defined in the Initial 8-K), (iii) $500,000 of the net proceeds will be kept in a controlled account to fund the redemption of remaining shares of the Series X Super Voting 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. On the Initial Closing, pursuant to the terms of the Redemption Agreement, the Company redeemed 200 shares of the Series X Super Voting Preferred Stock held by Mr. Joseph La Rosa, the Chief Executive Officer of the Company, 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. Land Purchase On February 4, 2026 , the Company entered into an agreement (the “Agreement”) with Veras Nova, LLC, a Florida corporation (“Seller”), pursuant to which, the Company agreed to purchase and the Seller agreed to sell a parcel of land located at 2570 AmeraTrails Lot 6D Saint Cloud, FL 34772 (the “Property”). The Company intends to develop a Tier III AI data center at the Property. The purchase price of the Property is $675,000, which includes an initial earnest money deposit of $10,000 (the “Earnest Money”). The Company and the Seller have agreed to consummate the transactions contemplated by the Agreement on June 15, 2026, subject to the closing conditions set forth in the Agreement, including the determination by the Company, in its sole discretion, that the Property is suitable for the Company. The Agreement contains representations, warranties, and closing conditions that are customary for transactions of this type. The Agreement provides for a customary inspection period ending on 75th day after the Effective Date (the “Due Diligence Period”), and the Company has the right to terminate the Agreement upon written notice to the Seller within the Due Diligence Period. In the event of such termination by the Company, the Earnest Money will be returned to the Company. The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the form of the Agreement which is filed as Exhibit 10.142 to this Current Report on Form 8-K and incorporated herein by reference. Disposition of Membership Interest in LR Kissimmee On January 19, 2026, the Company entered into waiver agreements with certain accredited investors (the “Investors”) party to that certain SPA with the Company, dated as of February, 4, 2025, as amended, or that certain Purchase Agreement with the Company, dated as of November 12, 2025, as amended, in connection with the Company’s proposed sale of its 51% interest (the “Company’s LR Kissimmee Interest”) in Horeb Kissimmee Realty LLC, a Florida limited liability company (“LR Kissimmee”), to the owner of the remaining 49% interest (the “Purchaser”). On February 4, 2026, the Company entered into and closed the transaction (the “Transaction”) provided for under a Membership Interest Purchase Agreement (the “Sale Agreement”) by and among the Company, the Purchaser and LR Kissimmee. Under the Sale Agreement, the Company will receive from the Purchaser aggregate cash consideration for the Interest of $500,000, payable in twelve (12) equal monthly installments of $41,666.67, which commenced on February 28, 2026. In addition, the Purchaser 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 Purchaser, payable in four (4) equal quarterly installments of $15,300 commencing on the same date. The sale is subject to customary conditions, including receipt of the Investors’ waivers of the rights under the SPAs and related transaction documents. As a result of the closing of the Transaction, the Company fully withdrew as a member of LR Kissimmee and has no continuing ownership interest therein. Acquisition of Membership Interest in LR Lakeland On February 10, 2026, the Company entered into a waiver agreement with certain accredited investors (the “Investors”) party to that certain securities purchase agreement with the Company, dated as of November 12, 2025, as amended, in connection with the proposed acquisition by the Company of the remaining 49% interest (the “Interest”) in its 51% subsidiary, La Rosa Realty Lakeland LLC, a Florida limited liability company (“LR Lakeland”), that it did not own from the holder thereof (the “Seller”). On February 11, 2026, the Company entered into and closed the transaction (the “Transaction”) provided for under a Membership Interest Purchase Agreement (the “Purchase Agreement”) and a Settlement Agreement (the “Settlement Agreement”, and together with the Purchase Agreement, the “Agreements”) by and among the Company, Joseph La Rosa, the Chief Executive Officer of the Company, the selling member (the “Seller”) of La Rosa Realty Lakeland LLC, a Florida limited liability company (“Lakeland”), and Lakeland. Pursuant to the Agreements, the Company acquired from the Seller all of his 49% membership interest in Lakeland for aggregate cash consideration of $350,000 (the “Purchase Price”), consisting of (i) an initial payment of $150,000 paid within ten (10) days following the closing, and (ii) installment payments totaling $200,000, payable in twelve (12) equal monthly installments of $16,666.67 which commenced on March 1, 2026. As a result of the closing of the Transaction, Lakeland became a wholly owned subsidiary of the Company. The Agreements contain customary representations, warranties, covenants and mutual releases. In addition, under the Settlement Agreement, the Seller agreed not to sell more than 5,000 shares of the Company’s common stock per calendar month prior to the earlier of (i) receipt by the Seller of the full Purchase Price, and (ii) such date as the Company’s common stock has a closing price of $5.00 or more for twenty (20) consecutive trading days, as reported by the Nasdaq Stock Market. As part of the closing of the Transaction, on February 11, 2026, the Company and the Seller also entered into a Pledge Agreement (the “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. Securities Purchase Agreement On March 4, 2026, the Company, and an institutional investor (the “Investor”) entered into a securities purchase agreement pursuant to which the Company issued to 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 a Certificate of Designation of Rights and Preferences of the Series C Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada. Series C Preferred Stock No Dividends; Voting Rights The Series C Preferred Stock bears no dividends. The Series C Preferred Stock has no voting rights except as required by Nevada law and except if the Company proposes to: (a) amend or repeal any provision of, or add any provision to, its articles of incorporation (the “Certificate of Incorporation”) or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit of the Series C Preferred Stock, regardless of whether any such action shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise; (b) increase or decrease (other than by conversion) the authorized number of shares of Series C Convertible Preferred Stock; (c) create or authorize (by reclassification or otherwise) any new class or series of Senior Preferred Stock or Parity Stock (as each term is defined in the Certificate of Designation); (d) purchase, repurchase or redeem any shares of Junior Stock (as defined in the Certificate of Designation) (other than pursuant to the terms of the Company’s equity incentive plans and options and other equity awards granted under such plans (that have in good faith been approved by the Company’s board of directors)); (e) pay dividends or make any other distribution on any shares of any Junior Stock; (f) issue any additional shares of Series C Preferred Stock; or (g) whether or not prohibited by the terms of the Series C Preferred Stock, circumvent a right of such shares under the Certificate of Designation. Conversion Rights Subject to the Maximum Percentage (as hereinafter defined), holders of outstanding shares of Series C Preferred Stock are entitled to convert any portion of the outstanding and unpaid Conversion Amount (as hereinafter defined) thereof into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at the Conversion Rate (as hereinafter defined). For such purpose: (i) “Conversion Amount” means the stated value thereof and any other unpaid amounts owed to such holder(s) under the Transaction Documents (as defined in the Securities Purchase Agreement); (ii) “Conversion Rate” means the amount determined by dividing (x) such Conversion Amount by (y) the Conversion Price; and (iii) “Conversion Price”, as of any date of determination and subject to adjustment as provided therein (if any), at the option of the converting holder(s), either: (A) $1.176 per share (subject to adjustment), or (B) the “Alternate Conversion Price”. As used herein, “Alternate Conversion Price” means the lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) the greater of (x) the “Floor Price” of $0.196 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) and (y) 90% of the lowest VWAP (as defined in the Certificate of Designation) of the Common Stock during the ten (10) consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice. In the event the holder elects to convert the Series C Preferred Stock at the Alternate Conversion Price, the Conversion Amount shall be multiplied by (i) if in connection with a Change of Control (as defined in the Certificate of Designation), 105% or (ii) otherwise, 125%. A holder of Series C Preferred Stock shall not have the right to convert any portion of their Series C Preferred Stock to the extent that, after giving effect to such conversion, the holder (together with its affiliates) would beneficially own in excess of 9.99% (the “Maximum Percentage”). Subject to certain exceptions outlined in the Certificate of Designation, including, but not limited to, equity issuances in connection with its equity incentive plan and certain strategic acquisitions, if the Company sells, enters into an agreement to sell, or grants any option to purchase, or sells, enters into an agreement to sell, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition) any shares of Common Stock or any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to receive, Common Stock, at an effective price per share less than the Conversion Price of the Series C Preferred Stock then in effect, the Conversion Price of the Series C Preferred Stock will be reduced to equal the effective price per share in such dilutive issuance. Company Optional Redemption Rights Under the Certificate of Designation, the Company has the right to redeem all, but not 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 with respect to the Conversion Amount being redeemed multiplied by (2) the greatest Closing Sale Price (as defined therein) of the Common Stock on any trading day during the period commencing on the date immediately preceding the date of the Company’s notice to the holder(s) of Series C Preferred Stock of such redemption and ending on the trading day immediately prior to the date the Company makes the entire redemption payment required to be made under the Certificate of Designation. Departure and Appointment of the Board Members 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. Amendments to CEO and COO Employment Agreements On February 19, 2026, with the approval of its Board, the Company entered into (i) an Amendment (the “CEO Amendment”) to its Amended and Restated Employment Agreement, dated November 12, 2025, between the Company and Joseph La Rosa, the Company’s Chief Executive Officer, and (ii) an Amendment (the “COO Amendment”) to its Employment Agreement, dated January 31, 2024 (the “COO Employment Agreement”), between the Company and Deana La Rosa, the Company’s Chief Operating Officer. 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. Under the COO Amendment, the COO 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. 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”), and two 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 by one of the Sellers to Orlando, (ii) forgive the alleged $152,295 franchise fee obligation under one of the Seller’s personal guaranty, (iii) pay one 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. Equity Issuances From January 29, 2026 through February 5, 2026, the holder of our Senior Secured Convertible Note converted out the remaining principal, interest and premium on the Note in exchange for 104,321 shares at a weighted average price of $51.25 per share. From January 9, 2026, through the date of filing, the holder of the Series B preferred shares converted 5,721 of their preferred shares for a total of 956,042 common shares representing a total value of $6,644,609 at a weighted average share price of $6.95. From January 9, 2026 through the date of filing the Company utilized their Equity Purchase Facility and sold 531,180 shares of common stock for a weighted average price of $8.61 raising a total of $4,574,237. The capital raised was allocated in line with the Purchase Agreement in place as well as the amendment to the Purchase agreement respectively for each draw. The capital was allocated with $3,522,191 going to the crypto wallet, $814,197 being brought into the business for working capital uses, and $237,849 being utilized to pay down placement agent payables. 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 remaining 75 shares were made up of small quantity transactions that are not material enough to disclose separately, a portion of these are shares that have vested from RSU’s grants. Nasdaq Notice 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 is not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its 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. On May 21, 2026, the Company also received a notice (the “10-Q Notice,” and together with the 10-K Notice, the “Notices”) from the Staff indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to its failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026, and noting that the Company also remains delinquent in filing its Initial Delinquent Filing. The 10-Q Notice further states that, in accordance with Nasdaq rules and as previously communicated in the 10-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 of 180 calendar days from the due date of the Initial Delinquent Filing, or until October 12, 2026, to regain compliance. 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.” The Company intends to regain compliance with Nasdaq Listing Rule 5250(c)(1) by filing the delinquent reports and/or submit the plan with Nasdaq by June 15, 2026. 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. Pursuant to the agreement, the remaining 250 shares of Series D Preferred Stock may become issuable by the Company to the Investor at its sole option upon the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Subsequent Events

12 Months Ended

Dec. 31, 2025

Note 18 — Subsequent Events

November 2025 Securities Purchase Agreement Initial Closing

On January 8, 2026, the Company consummated the Initial Closing under the Purchase Agreement 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 “January 2026 Initial Note”), for an aggregate purchase price of $9,900,000. The January 2026 Initial Note bears interest at a rate of ten percent (10%) per annum that is payable monthly in arrears which commenced on February 1, 2026, matures twenty-four (24) months from the date of issuance (January 8, 2028) 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 January 2026 Initial Note. As long as certain conditions specified in the January 2026 Initial Note are met, the Company has the right to pay interest in cash, shares of the Company’s Common Stock or any combination thereof. If the Company elects to pay interest in shares of the Company’s Common Stock, the number of shares will be determined based on a conversion price equal to the lower of (a) the conversion price then in effect (initially $0.8347) and (b) the greater of the Floor Price (initially $0.778) and 90% of the lowest daily VWAP of the Company’s Common Stock during the 10 trading days immediately preceding the delivery of the interest payment notice.

The Initial Note is convertible at the Investors’ option into the Conversion Shares of the Company’s Common Stock, par value $0.0001 per share, at an initial conversion price equal to the lower of (a) $0.8347, 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 $0.778, and (b) 90% of the lowest daily VWAP of the Company’s Common Stock during the 10 trading days immediately preceding the Conversion Date. In addition, the Investors’ may elect an Alternate Conversion at any time, based on the Alternate Conversion Price equal to the lower of (a) the conversion price then in effect (initially $0.8347) and (b) the greater of the Floor Price (initially $0.778) and 90% of the lowest daily VWAP of the Company’s Common Stock during the 10 trading days immediately preceding the Conversion Date. If an Alternate Conversion is elected, and the Conversion Floor Price Condition (as defined in the Purchase Agreement) is met, the Company will also deliver to the Investors cash equal to (a) the VWAP of the Common Stock on the trading day immediately preceding the conversion multiplied by (b) the difference between the number of shares actually received by the Investors in the conversion and the number of shares that would have been received by the Investors if the Floor Price had not been in effect.

The January 2026 Initial Note also provides the Investors with the right to redeem all or a portion of the January 2026 Initial Note (either optionally or automatically) upon the occurrence of certain specified events, at a redemption price which includes a 120% premium. The Company also has the right to call the January 2026 Initial Note at any time, with the redemption price also including the 120% premium.

The Company received $9,635,000 in net proceeds from the Initial Closing, that will be used as follows: (i) $7,000,000 of net proceeds to acquire Note Purchased Crypto 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 Super Voting Preferred Stock pursuant to the Redemption Agreement, (iii) $500,000 of the net proceeds will be kept in a controlled account to fund the redemption of remaining shares of the Series X Super Voting 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.

The Company has performed an assessment of the accounting impact of the January 2026 Initial Note, which will be more fully disclosed in the Company’s Form 10-Q for the quarter ended March 31, 2026. After evaluating the embedded features of the January 2026 Initial Note, the Company made an election to account for the Note under the fair value option. The Company’s preliminary estimate of the fair value of the January 2026 Initial Note is $15,100,000 as of its issuance date. Further, as noted above, $500,000 in net proceeds were utilized to acquire Note Purchased Crypto, initially consisting of certain ‘stablecoin’ crypto assets which are designed to maintain a 1:1 pricing relationship with one U.S. Dollar. Subject to the Token Rights Agreement, 50% of the tokens acquired using the $7,500,000 in net proceeds can be requested to be delivered to the Investors with no further consideration required (with the number of tokens acquired equating to 3,750,000). The Company has determined that the obligations under the Token Rights Agreement represent a derivative financial instrument, and have preliminarily estimated the fair value of such obligation to be approximately $3,750,000 upon the Initial Closing. In order to recognize both the January 2026 Initial Note and the obligation under the Token Rights Agreement derivative liability at their respective fair values at issuance (and in relation to the net proceeds received), the Company recorded a loss on issuance of the instruments, preliminarily estimated to be approximately $9,200,000.

Redemption of Series X Super Voting Preferred Stock

On January 8, 2026, concurrent the Initial Closing and pursuant to the terms of the Redemption Agreement, the Company redeemed 200 shares of the Series X Super Voting Preferred Stock held by Mr. Joseph La Rosa, the Chief Executive Officer of the Company. Of the initial $2,000,000 Fixed Redemption Price described in the Redemption Agreement, the Company and Mr. La Rosa agreed that the Company will pay Mr. La Rosa $1,700,000 in cash 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. The remaining $500,000 Contingent Redemption Price associated with the repurchase remains subject to the satisfaction of the conditions outlined in the Redemption Agreement.

November 2025 Securities Purchase Agreement and Token Rights Agreement Amendments

On March 24, 2026, the Company and the Investor entered into an amendment to the Purchase Agreement. The primary purpose of this amendment was to revise the allocation or utilization of net proceeds obtained by the Company from any further equity line of credit, equity purchase facility, or at-the-market offering, such that the net proceeds 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 SPA) 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. The amendment to the Purchase Agreement did not have any effect on the terms of the January 2026 Initial Note described above.

On March 24, 2026, the Company and the Investor entered into an amendment to the Token Rights Agreement, under which the Investor will be entitled to receive 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). The amendment to the Token Rights Agreement did not have any additional effect on the terms of the Token Rights Agreement and obligations described above.

Securities Purchase Agreement Initial Closing

On January 8, 2026, the Company consummated the initial closing (the “Initial Closing”) under the Purchase Agreement 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 “Initial Note”), together with a previously issued Token Right (as defined in the Initial 8-K), for an aggregate purchase price of $9,900,000.

The Initial Note is convertible into shares (the “Conversion 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 in no event may the conversion price be less than the floor price of $0.778 (the “Floor Price”). The Initial Note bears interest at a rate of ten percent (10%) per annum that is payable monthly in arrears which commenced 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.

As a condition to the Initial Closing as provided in the Purchase Agreement: (i) on December 22, 2025, the Company filed a Certificate of Amendment to its Articles of Incorporation in order to expressly permit the Company to redeem shares of its Series X Super Voting Preferred Stock as described in the Initial 8-K, which became effective on December 26, 2025; and (ii) on January 5, 2026, the Company and the Collateral Agent also entered into that certain Account Control Agreement as described in the Initial 8-K.

The Company received $9,635,000 in net proceeds from the Initial Closing, that will be 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 Super Voting Preferred Stock pursuant to the Redemption Agreement (as defined in the Initial 8-K), (iii) $500,000 of the net proceeds will be kept in a controlled account to fund the redemption of remaining shares of the Series X Super Voting 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.

On the Initial Closing, pursuant to the terms of the Redemption Agreement, the Company redeemed 200 shares of the Series X Super Voting Preferred Stock held by Mr. Joseph La Rosa, the Chief Executive Officer of the Company, 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.

Land Purchase

On February 4, 2026 , the Company entered into an agreement (the “Agreement”) with Veras Nova, LLC, a Florida corporation (“Seller”), pursuant to which, the Company agreed to purchase and the Seller agreed to sell a parcel of land located at 2570 AmeraTrails Lot 6D Saint Cloud, FL 34772 (the “Property”). The Company intends to develop a Tier III AI data center at the Property.

The purchase price of the Property is $675,000, which includes an initial earnest money deposit of $10,000 (the “Earnest Money”). The Company and the Seller have agreed to consummate the transactions contemplated by the Agreement on June 15, 2026, subject to the closing conditions set forth in the Agreement, including the determination by the Company, in its sole discretion, that the Property is suitable for the Company.

The Agreement contains representations, warranties, and closing conditions that are customary for transactions of this type. The Agreement provides for a customary inspection period ending on 75th day after the Effective Date (the “Due Diligence Period”), and the Company has the right to terminate the Agreement upon written notice to the Seller within the Due Diligence Period. In the event of such termination by the Company, the Earnest Money will be returned to the Company.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the form of the Agreement which is filed as Exhibit 10.142 to this Current Report on Form 8-K and incorporated herein by reference.

Disposition of Membership Interest in LR Kissimmee

On January 19, 2026, the Company entered into waiver agreements with certain accredited investors (the “Investors”) party to that certain SPA with the Company, dated as of February, 4, 2025, as amended, or that certain Purchase Agreement with the Company, dated as of November 12, 2025, as amended, in connection with the Company’s proposed sale of its 51% interest (the “Company’s LR Kissimmee Interest”) in Horeb Kissimmee Realty LLC, a Florida limited liability company (“LR Kissimmee”), to the owner of the remaining 49% interest (the “Purchaser”).

On February 4, 2026, the Company entered into and closed the transaction (the “Transaction”) provided for under a Membership Interest Purchase Agreement (the “Sale Agreement”) by and among the Company, the Purchaser and LR Kissimmee. Under the Sale Agreement, the Company will receive from the Purchaser aggregate cash consideration for the Interest of $500,000, payable in twelve (12) equal monthly installments of $41,666.67, which commenced on February 28, 2026. In addition, the Purchaser 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 Purchaser, payable in four (4) equal quarterly installments of $15,300 commencing on the same date.

The sale is subject to customary conditions, including receipt of the Investors’ waivers of the rights under the SPAs and related transaction documents. As a result of the closing of the Transaction, the Company fully withdrew as a member of LR Kissimmee and has no continuing ownership interest therein.

Acquisition of Membership Interest in LR Lakeland

On February 10, 2026, the Company entered into a waiver agreement with certain accredited investors (the “Investors”) party to that certain securities purchase agreement with the Company, dated as of November 12, 2025, as amended, in connection with the proposed acquisition by the Company of the remaining 49% interest (the “Interest”) in its 51% subsidiary, La Rosa Realty Lakeland LLC, a Florida limited liability company (“LR Lakeland”), that it did not own from the holder thereof (the “Seller”).

On February 11, 2026, the Company entered into and closed the transaction (the “Transaction”) provided for under a Membership Interest Purchase Agreement (the “Purchase Agreement”) and a Settlement Agreement (the “Settlement Agreement”, and together with the Purchase Agreement, the “Agreements”) by and among the Company, Joseph La Rosa, the Chief Executive Officer of the Company, the selling member (the “Seller”) of La Rosa Realty Lakeland LLC, a Florida limited liability company (“Lakeland”), and Lakeland.

Pursuant to the Agreements, the Company acquired from the Seller all of his 49% membership interest in Lakeland for aggregate cash consideration of $350,000 (the “Purchase Price”), consisting of (i) an initial payment of $150,000 paid within ten (10) days following the closing, and (ii) installment payments totaling $200,000, payable in twelve (12) equal monthly installments of $16,666.67 which commenced on March 1, 2026. As a result of the closing of the Transaction, Lakeland became a wholly owned subsidiary of the Company. The Agreements contain customary representations, warranties, covenants and mutual releases.

In addition, under the Settlement Agreement, the Seller agreed not to sell more than 5,000 shares of the Company’s common stock per calendar month prior to the earlier of (i) receipt by the Seller of the full Purchase Price, and (ii) such date as the Company’s common stock has a closing price of $5.00 or more for twenty (20) consecutive trading days, as reported by the Nasdaq Stock Market.

As part of the closing of the Transaction, on February 11, 2026, the Company and the Seller also entered into a Pledge Agreement (the “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.

Securities Purchase Agreement

On March 4, 2026, the Company, and an institutional investor (the “Investor”) entered into a securities purchase agreement pursuant to which the Company issued to 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 a Certificate of Designation of Rights and Preferences of the Series C Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada.

Series C Preferred Stock

No Dividends; Voting Rights

The Series C Preferred Stock bears no dividends. The Series C Preferred Stock has no voting rights except as required by Nevada law and except if the Company proposes to: (a) amend or repeal any provision of, or add any provision to, its articles of incorporation (the “Certificate of Incorporation”) or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit of the Series C Preferred Stock, regardless of whether any such action shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise; (b) increase or decrease (other than by conversion) the authorized number of shares of Series C Convertible Preferred Stock; (c) create or authorize (by reclassification or otherwise) any new class or series of Senior Preferred Stock or Parity Stock (as each term is defined in the Certificate of Designation); (d) purchase, repurchase or redeem any shares of Junior Stock (as defined in the Certificate of Designation) (other than pursuant to the terms of the Company’s equity incentive plans and options and other equity awards granted under such plans (that have in good faith been approved by the Company’s board of directors)); (e) pay dividends or make any other distribution on any shares of any Junior Stock; (f) issue any additional shares of Series C Preferred Stock; or (g) whether or not prohibited by the terms of the Series C Preferred Stock, circumvent a right of such shares under the Certificate of Designation.

Conversion Rights

Subject to the Maximum Percentage (as hereinafter defined), holders of outstanding shares of Series C Preferred Stock are entitled to convert any portion of the outstanding and unpaid Conversion Amount (as hereinafter defined) thereof into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at the Conversion Rate (as hereinafter defined). For such purpose: (i) “Conversion Amount” means the stated value thereof and any other unpaid amounts owed to such holder(s) under the Transaction Documents (as defined in the Securities Purchase Agreement); (ii) “Conversion Rate” means the amount determined by dividing (x) such Conversion Amount by (y) the Conversion Price; and (iii) “Conversion Price”, as of any date of determination and subject to adjustment as provided therein (if any), at the option of the converting holder(s), either: (A) $1.176 per share (subject to adjustment), or (B) the “Alternate Conversion Price”. As used herein, “Alternate Conversion Price” means the lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) the greater of (x) the “Floor Price” of $0.196 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) and (y) 90% of the lowest VWAP (as defined in the Certificate of Designation) of the Common Stock during the ten (10) consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice. In the event the holder elects to convert the Series C Preferred Stock at the Alternate Conversion Price, the Conversion Amount shall be multiplied by (i) if in connection with a Change of Control (as defined in the Certificate of Designation), 105% or (ii) otherwise, 125%.

A holder of Series C Preferred Stock shall not have the right to convert any portion of their Series C Preferred Stock to the extent that, after giving effect to such conversion, the holder (together with its affiliates) would beneficially own in excess of 9.99% (the “Maximum Percentage”).

Subject to certain exceptions outlined in the Certificate of Designation, including, but not limited to, equity issuances in connection with its equity incentive plan and certain strategic acquisitions, if the Company sells, enters into an agreement to sell, or grants any option to purchase, or sells, enters into an agreement to sell, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition) any shares of Common Stock or any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to receive, Common Stock, at an effective price per share less than the Conversion Price of the Series C Preferred Stock then in effect, the Conversion Price of the Series C Preferred Stock will be reduced to equal the effective price per share in such dilutive issuance.

Company Optional Redemption Rights

Under the Certificate of Designation, the Company has the right to redeem all, but not 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 with respect to the Conversion Amount being redeemed multiplied by (2) the greatest Closing Sale Price (as defined therein) of the Common Stock on any trading day during the period commencing on the date immediately preceding the date of the Company’s notice to the holder(s) of Series C Preferred Stock of such redemption and ending on the trading day immediately prior to the date the Company makes the entire redemption payment required to be made under the Certificate of Designation.

Departure and Appointment of the Board Members

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.

Amendments to CEO and COO Employment Agreements

On February 19, 2026, with the approval of its Board, the Company entered into (i) an Amendment (the “CEO Amendment”) to its Amended and Restated Employment Agreement, dated November 12, 2025, between the Company and Joseph La Rosa, the Company’s Chief Executive Officer, and (ii) an Amendment (the “COO Amendment”) to its Employment Agreement, dated January 31, 2024 (the “COO Employment Agreement”), between the Company and Deana La Rosa, the Company’s Chief Operating Officer.

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.

Under the COO Amendment, the COO 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.

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”), and two 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 by one of the Sellers to Orlando, (ii) forgive the alleged $152,295 franchise fee obligation under one of the Seller’s personal guaranty, (iii) pay one 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.

Equity Issuances

From January 29, 2026 through February 5, 2026, the holder of our Senior Secured Convertible Note converted out the remaining principal, interest and premium on the Note in exchange for 104,321 shares at a weighted average price of $51.25 per share.

From January 9, 2026, through the date of filing, the holder of the Series B preferred shares converted 5,721 of their preferred shares for a total of 956,042 common shares representing a total value of $6,644,609 at a weighted average share price of $6.95.

From January 9, 2026 through the date of filing the Company utilized their Equity Purchase Facility and sold 531,180 shares of common stock for a weighted average price of $8.61 raising a total of $4,574,237. The capital raised was allocated in line with the Purchase Agreement in place as well as the amendment to the Purchase agreement respectively for each draw. The capital was allocated with $3,522,191 going to the crypto wallet, $814,197 being brought into the business for working capital uses, and $237,849 being utilized to pay down placement agent payables.

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 remaining 75 shares were made up of small quantity transactions that are not material enough to disclose separately, a portion of these are shares that have vested from RSU’s grants.

Nasdaq Notice 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 is not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its 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.

On May 21, 2026, the Company also received a notice (the “10-Q Notice,” and together with the 10-K Notice, the “Notices”) from the Staff indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to its failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026, and noting that the Company also remains delinquent in filing its Initial Delinquent Filing. The 10-Q Notice further states that, in accordance with Nasdaq rules and as previously communicated in the 10-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 of 180 calendar days from the due date of the Initial Delinquent Filing, or until October 12, 2026, to regain compliance.

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.” The Company intends to regain compliance with Nasdaq Listing Rule 5250(c)(1) by filing the delinquent reports and/or submit the plan with Nasdaq by June 15, 2026.

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. Pursuant to the agreement, the remaining 250 shares of Series D Preferred Stock may become issuable by the Company to the Investor at its sole option upon the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.