La Rosa Holdings Corp. Extinguishes Majority of Outstanding Warrants Through Exchange Agreements, Strengthening Balance Sheet

Rhea-AI Summary

La Rosa Holdings (NASDAQ:LRHC), a real estate and PropTech company, has successfully extinguished a majority of its outstanding warrants through two key exchange agreements. The first agreement involved converting warrants for 1,851,852 shares at $0.135 per share into 75,000 shares of common stock with a warrant holder. The second agreement, with CEO and Chairman Joseph La Rosa, followed the same terms.

Additionally, La Rosa has regained Nasdaq compliance by maintaining a minimum closing bid price of $1.00 or greater for 10 consecutive trading days as of July 21, 2025. This development strengthens the company's position in capital markets and reflects management's commitment to enhancing stockholder value.

Positive

• Elimination of majority of outstanding warrants strengthens capital structure
• Regained Nasdaq compliance, maintaining listing status
• CEO demonstrates alignment with shareholders by participating in warrant exchange
• Reduced potential future dilution by exchanging 3.7M warrants for 150K shares

Negative

• Issuance of 150,000 new common shares creates immediate dilution

Insights

Corporate Finance Specialist

LRHC strengthened its balance sheet by eliminating dilutive warrants and regained Nasdaq compliance, both positive developments for shareholders.

La Rosa Holdings has made two significant moves that strengthen its financial position. First, the company has extinguished warrants for approximately 3.7 million shares that had an extremely low exercise price of $0.135 per share. Instead, they issued just 150,000 shares total to the warrant holders - representing a 96% reduction in potential dilution from these specific warrants.

This warrant exchange is particularly noteworthy because the company's CEO, Joseph La Rosa, participated in the transaction on equal terms as the other warrant holder. By canceling warrants with a $0.135 strike price (likely far below current trading prices), the CEO has effectively given up a significant financial advantage, demonstrating alignment with shareholders' interests.

Simultaneously, LRHC has regained compliance with Nasdaq's minimum bid price requirement by maintaining a share price above $1.00 for ten consecutive trading days. This eliminates the immediate risk of delisting, which would have severely impacted liquidity and institutional ownership possibilities.

From a capital structure perspective, this warrant cleanup simplifies the company's balance sheet and removes a significant overhang of potential dilution. With these low-priced warrants eliminated and Nasdaq compliance restored, LRHC has addressed two significant investor concerns, creating a cleaner investment proposition and potentially removing obstacles to share price appreciation.

Company Regains Nasdaq Compliance with Minimum Bid Price Requirement

Celebration, FL, July 24, 2025 (GLOBE NEWSWIRE) -- La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”), a real estate and PropTech company, announced today that it has extinguished a majority portion of its outstanding warrants (the “Warrants”) through the execution of two exchange agreements with warrant holders, including its Chief Executive Officer and Chairman, Joseph La Rosa. The Company also announced that, on July 21, 2025, it received confirmation from The Nasdaq Stock Market (“Nasdaq”) that it has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) by maintaining a minimum closing bid price of its common stock of $1.00 or greater for 10 consecutive trading days.

On July 14, 2025, with the approval of its Board of Directors, the Company entered into an exchange agreement with certain holder (the “Holder”) of Warrants to purchase 1,851,852 shares of the Company’s common stock, at an exercise price of $0.135 per share. Pursuant to the agreement, the Holder surrendered the warrant for cancellation in exchange for 75,000 shares of the Company’s common stock (the “Exchange Shares”). The Exchange Shares were issued on July 14, 2025, and the Warrants were concurrently cancelled.

Subsequently, on July 17, 2025, the Company entered into a similar exchange agreement with Joseph La Rosa, Chief Executive Officer, Chairman, and a significant stockholder of La Rosa. Mr. La Rosa surrendered his Warrants for 1,851,852 shares at $0.135 per share for cancellation in exchange for 75,000 shares of common stock.

Joe La Rosa, CEO of La Rosa, commented, “As the founder and a significant stockholder who has personally invested in this Company, I am deeply committed to aligning with the long-term interests of our investors. By canceling these warrants, we’re further strengthening our capital structure as we focus on delivering sustained growth. We are also pleased to have regained compliance with the Bid Price Rule, which is a crucial milestone that reflects our team’s continued dedication to strengthening the foundation of our business. Maintaining our Nasdaq listing is vital to the Company’s long-term strategy, offering important credibility and exposure within the capital markets as we work to drive stockholder value.”

About La Rosa Holdings Corp.

La Rosa Holdings Corp. (Nasdaq: LRHC) is transforming the real estate industry by providing agents with flexible compensation options, including a revenue-sharing model or a fee-based structure with 100% commission. Powered by its proprietary technology platform, La Rosa aims to equip agents and franchisees with the tools they need to deliver exceptional service.

The Company offers both residential and commercial real estate brokerage services, as well as technology-driven products and support for its agents and franchise partners. Its business model includes internal services for agents and external offerings for the public, spanning real estate brokerage, franchising, education and coaching, and property management.

La Rosa operates 26 corporate-owned brokerage offices across Florida, California, Texas, Georgia, North Carolina, and Puerto Rico. La Rosa also recently started its expansion into Europe, beginning with Spain. Additionally, the Company has six franchised offices and branches and three affiliated brokerage locations in the U.S. and Puerto Rico. The Company also operates a full-service escrow settlement and title company in Florida.

For more information, please visit: https://www.larosaholdings.com.

Stay connected with La Rosa, sign up for news alerts here: larosaholdings.com/email-alerts.

Forward-Looking Statements

This press release contains forward-looking statements regarding the Company’s current expectations that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow its business and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words.  These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation, the Company's ability to achieve profitable operations, our ability to successfully integrate acquisitions into our business operations, customer acceptance of new services, the demand for the Company’s services and the Company’s customers' economic condition, the impact of competitive services and pricing, general economic conditions, the successful integration of the Company’s past and future acquired brokerages, the effect of the recent National Association of Realtors' landmark settlement on our business operations, and other risk factors detailed in the Company's filings with the United States Securities and Exchange Commission (the "SEC”). You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and other reports and documents that we file from time to time with the SEC. Forward-looking statements contained in this press release are made only as of the date of this press release, and La Rosa does not undertake any responsibility to update any forward-looking statements in this release, except as may be required by applicable law. References and links to websites have been provided as a convenience, and the information contained on such websites has not been incorporated by reference into this press release.

For more information, contact: info@larosaholdings.com

Investor Relations Contact:
Crescendo Communications, LLC
David Waldman/Natalya Rudman
Tel: (212) 671-1020
Email: LRHC@crescendo-ir.com 

FAQ

What did La Rosa Holdings (LRHC) announce about its warrants on July 24, 2025?

La Rosa announced the exchange of warrants for 3.7 million shares into 150,000 common shares through two agreements, including one with CEO Joseph La Rosa, effectively strengthening its capital structure.

Has La Rosa Holdings (LRHC) regained Nasdaq compliance?

Yes, La Rosa regained Nasdaq compliance on July 21, 2025, by maintaining a minimum closing bid price of $1.00 or greater for 10 consecutive trading days.

What was the exchange ratio for LRHC's warrant cancellation?

Warrants for 1,851,852 shares at $0.135 per share were exchanged for 75,000 shares of common stock in each of the two agreements.

How many shares did LRHC CEO Joseph La Rosa exchange in the warrant agreement?

Joseph La Rosa exchanged warrants for 1,851,852 shares at $0.135 per share for 75,000 shares of common stock.

What is the significance of LRHC's warrant exchange for investors?

The warrant exchange strengthens La Rosa's capital structure, reduces potential future dilution, and demonstrates management's alignment with shareholder interests, while maintaining Nasdaq listing compliance.