Current Report · Items 2.01, 3.01, 7.01, 9.01 · 8-K
Linkhome Holdings Inc.
LHAINASDAQEQUITYCurrent
Completion of Acquisition or Disposition of Assets · Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · Regulation FD Disclosure
Item 2.01 Completion of Acquisition or Disposition of Assets. As previously disclosed in the Current Report on Form 8-K filed on May 13, 2026, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Constant Investments, Inc.…
Filed Jul 2, 2026Accepted Jul 2, 2026, 5:00 PM EDTCIK 2017758Accession 0001213900-26-075071
Company context
Linkhome is an artificial intelligence-driven property technology company. By using HomeGPT, a Linkhome-developed real estate artificial intelligence model, combined with financial innovation and in conjunction with our dedicated team of agents, we have made significant and cost-effective improvements to the business model of buying and selling homes. Through our subsidiaries, we operate an artificial intelligence real estate platform with the goal of providing customers with end-to-end real estate solutions and services, initially comprising real estate brokerage services, Cash Offer, and other services like property rental management and home renovation. In the future, we plan to expand our offerings to include mortgage services, home insurance and escrow services. Our mission is to redefine the real estate experience to be efficient and affordable for all consumers through artificial intelligence. Our vision is to help everyone own their home and achieve the dream of homeownership.
Current securities
Disclosure sections
Items 2.01, 3.01, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 2.01Item 2.01 - Completion of Acquisition
Item
2.01 Completion of Acquisition or Disposition of Assets.
As
previously disclosed in the Current Report on Form 8-K filed on May 13, 2026, the Company entered into a Stock Purchase Agreement (the
“Stock Purchase Agreement”) with Constant Investments, Inc. on May 8, 2026, a Texas corporation doing business as Mortgage
One Group (the “Target”), and Jun Choi and Richard Tak, the sole shareholders of the Target (the “Sellers”),
as subsequently amended on May 12, 2026.
On
July 1, 2026, the Company completed the acquisition of all of the issued and outstanding shares of the Target from the Sellers, resulting
in Mortgage One Group becoming a wholly owned subsidiary of the Company. The aggregate consideration for the acquisition consisted of
the issuance by the Company of 300,000 shares of its common stock, par value $0.001 per share, to the Sellers at closing, together with
the Sellers’ right to receive an earnout of up to $750,000 in cash, subject to the terms and conditions previously disclosed and
described in the Stock Purchase Agreement. In connection with the closing, the Company also entered into consulting agreements and restrictive
covenant agreements with each of the Sellers, as previously described.
The
foregoing description of the Stock Purchase Agreement and related agreements does not purport to be complete and is qualified in its
entirety by reference to the complete text of such agreements, which were previously filed as Exhibits 10.1 and 10.2 to the Company’s
Current Report on Form 8-K filed on May 13, 2026.
Item 3.01Item 3.01 - Notice of Delisting
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On
June 29, 2026, Linkhome Holdings Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications
staff of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that, for the last 30 consecutive business days, the
closing bid price of the Company’s common stock has been below the $1.00 minimum bid price requirement for continued listing on
The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”).
The
Letter provides that the Company has 180 calendar days, or until December 28, 2026 (the “Compliance Period”), to regain compliance
with the minimum bid price requirement. Compliance may be achieved if at any time during this 180-day period the closing bid price of
the Company’s common stock is at least $1.00 for a minimum of ten consecutive business days, in which case Nasdaq will provide
written confirmation of compliance and the matter will be closed. Nasdaq may, in its discretion, require the Company to maintain such
minimum bid price for a period longer than ten days but generally no more than twenty consecutive business days.
If
the Company does not regain compliance by the expiration of the Compliance Period, it may be eligible for an additional 180 calendar
days if it meets the continued listing requirements for market value of publicly held shares and all other initial listing standards
for The Nasdaq Capital Market (except for the Bid Price Requirement), and provides written notice of its intention to cure the deficiency,
including effecting a reverse stock split if necessary. If it appears to Nasdaq staff that the Company will not be able to cure the deficiency,
or if the Company is otherwise not eligible, Nasdaq will issue a notice that the Company’s securities will be subject to delisting.
At that time, the Company may appeal any such delisting determination to a Nasdaq hearings panel.
The
Company intends to monitor the bid price and consider available options to regain compliance with the Nasdaq Listing Rules. However,
there can be no assurance that the Company will be able to regain or maintain compliance with the Bid Price Requirement or any other
Nasdaq listing standards, that Nasdaq will grant the Company any extension of time to regain compliance with the Bid Price Requirement
or any other Nasdaq listing requirements, or that any such appeal to the Nasdaq hearings panel will be successful, as applicable. The
Letter does not affect the Company’s business operations or its reporting obligations under the Securities Exchange Act of 1934.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01 Regulation FD Disclosure.
On
July 1, 2026, the Company issued a press release announcing the completion of the acquisition. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information in this Item 7.01 (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,
and is not incorporated by reference into any filing under the Securities Act, or the Exchange Act..
Cautionary
Statement Regarding Forward-Looking Statements
This
Current Report on Form 8-K (this “Form 8-K”) contains forward-looking statements. Such forward-looking statements include,
but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any
other statements related to the Company’s future activities, or future events or conditions, including those related to future
compliance with the Bid Price Requirement, which can be identified by terminology such as “may,” “will,” “expects,”
“anticipates,” “aims,” “potential,” “future,” “intends,” “plans,”
“believes,” “estimates,” “continue,” “likely to” and other similar expressions intended
to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements
are not historical facts and are based on current expectations, estimates and projections about the Company’s business based, in
part, on assumptions made by its management. These statements are not guarantees of future performance and involve risks, uncertainties
and assumptions that are difficult to predict, many of which are beyond the Company’s control, including risks related to the Company’s
ability to regain compliance with Nasdaq listing standards, the Company’s ability to obtain an additional compliance period, if
needed, the Company’s ability to take actions that may be required for its continued listing on Nasdaq, the Company’s current
liquidity position and the need to obtain additional financing to support ongoing operations, and other risks that may be included in
the periodic reports and other filings that the Company files from time to time with the U.S. Securities and Exchange Commission. Therefore,
actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements. Any forward-looking
statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement
to reflect events or circumstances after the date of this Form 8-K, except as required by applicable law.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits:
Exhibit Description
No.
──────────────────────────────────────────────────────────────────────────────────────
99.1 Press release dated July 1, 2026.
104 Cover
Page Interactive Data File (embedded within the Inline XBRL document)
Filed exhibits (1)
EX-99.1 (by filename) ea029667501ex99-1.htmEX-99.1
2
ea029667501ex99-1.htm
PRESS RELEASE DATED JULY 1, 2026
Exhibit 99.1
Linkhome Holdings Completes Acquisition of Mortgage One Group and
Launches GPU Financing Business
IRVINE, Calif., July 1, 2026 - Linkhome Holdings Inc. (Nasdaq:
LHAI) (“Linkhome” or the “Company”), an AI-powered real estate and fintech company, today announced that it has completed
the acquisition of 100% of the equity interests of Mortgage One Group, marking a significant milestone in the Company’s expansion into
AI financing.
Mortgage One Group currently operates with approximately $28 million
in warehouse lending capacity, employs 39 professionals, and holds mortgage lending licenses across 18 U.S. states. Linkhome intends to
expand the platform’s licensing footprint nationwide, with the long-term objective of serving customers in all 50 states.
Leveraging Mortgage One’s lending platform and financing infrastructure,
Linkhome is launching a new AI Infrastructure Financing business designed to provide financing and capital solutions for GPU servers and
other AI computing infrastructure.
The Company also plans to develop a decentralized GPU Marketplace,
enabling GPU owners to monetize idle compu…
Open exhibit ↗