La Rosa Holdings Corp SEC Filings

La Rosa Holdings Corp. (LRHC) filed an amended current report detailing a large, structured financing, governance changes, and a clarified reverse stock split authorization. The company entered into a Securities Purchase Agreement with institutional investors for up to $250,000,000 of senior secured convertible notes, with an initial note of $11,000,000 and additional closings capped at $5,000,000 each. The notes bear 10% annual interest, mature in 24 months, and are convertible into common stock at 120% of a market-based price, subject to a floor price of $0.79 and Nasdaq limits.

Net proceeds at the initial closing are earmarked for crypto assets as a treasury holding, partial redemption of Series X Super Voting Preferred Stock, and limited general corporate uses, with at least 90% of additional-closing proceeds also directed to crypto purchases. A Token Right grants investors a share of future crypto tokens acquired with these proceeds. The company agreed to register the resale of conversion shares on Form S-1 and granted investors participation rights in future financings.

The report also describes a Redemption Agreement to significantly reduce Series X Preferred Stock over time, an amended employment agreement for CEO Joseph La Rosa with a $500,000 base salary, and a Special Advisor Agreement as La Rosa pursues AI and data center expansion. The amendment clarifies that stockholders approved charter changes allowing redemption of Series X Preferred Stock and one or more reverse stock splits in a 1:5 to 1:100 range, to be implemented or abandoned at the board’s discretion within one year.

La Rosa Holdings Corp. (LRHC) filed a Form 8-K reporting that on November 20, 2025 it issued a press release announcing certain financial and business highlights for the third quarter ended September 30, 2025. The press release is provided as Exhibit 99.1 and is furnished under Items 2.02 and 8.01, meaning it is not deemed filed for liability purposes under Section 18 of the Exchange Act. The company also includes the cover page interactive data file as Exhibit 104.

La Rosa Holdings Corp. reported higher revenue but deeper losses in its latest quarter. For the three months ended September 30, 2025, revenue was $20.2 million versus $19.6 million a year ago, while net loss attributable to common stockholders widened to $5.5 million from $3.4 million, driven by higher general and administrative costs and stock-based compensation. For the nine-month period, revenue rose to $60.9 million from $51.7 million, but net loss attributable to common stockholders increased to $23.1 million from $10.5 million, reflecting significant fair-value related gains and losses tied to a senior secured convertible note and warrant transactions. The company ended September 30, 2025 with $3.99 million of cash, $6.44 million of cash and restricted cash combined, positive working capital of $1.24 million, and total debt of $9.47 million. Management states there is substantial doubt about the company’s ability to continue as a going concern over the next 12 months without additional capital, and is pursuing further financing, including a senior secured convertible note issued in February 2025, preferred stock and equity issuances, and a large equity purchase facility.

La Rosa Holdings (LRHC) entered a Securities Purchase Agreement to issue senior secured convertible notes in multiple closings for up to $250,000,000. The Company expects an initial note of $11,000,000, sold at $900 per $1,000 principal, bearing 10% annual interest (monthly), maturing in 24 months. The conversion price equals 120% of specified recent trading prices, with a $0.79 floor, subject to adjustments and Nasdaq limits, and includes a 4.99% Beneficial Ownership Limitation, adjustable up to 9.99% after 61 days.

The notes rank senior and are secured by first-priority liens on assets bought with proceeds and second-priority liens on other assets. Uses at the initial closing include $7,000,000 to acquire crypto as a treasury asset, $2,000,000 to redeem Series X Preferred shares, $500,000 in a controlled account for further redemption, and any remaining proceeds up to $400,000 for corporate purposes. At additional closings, 90% of net proceeds must fund crypto purchases. A.G.P. will receive up to 7% of gross proceeds per closing.

Investors received registration rights to file an S-1 within 20 days and seek effectiveness within 60 days. Stockholders approved amendments to permit Series X redemption and a reverse stock split in a range of 1:5 to 1:100, to be effected at the Board’s discretion.

La Rosa Holdings Corp. (LRHC) will hold its 2025 Annual Meeting of Stockholders as a virtual-only event on December 11, 2025 at 9:00 a.m. Eastern Time via www.virtualshareholdermeeting.com/LRHC2025. Stockholders can attend, vote and submit questions online using the control number on their proxy materials.

Stockholders will vote on four proposals: elect five directors (Joseph La Rosa, Michael La Rosa, Lourdes Felix, Siamack Alavi, and Ned L. Siegel); ratify CBIZ CPAs P.C. as independent auditors for the fiscal year ending December 31, 2025; approve Amendment No. 1 to the Second Amended and Restated 2022 Equity Incentive Plan; and approve the adjournment of the meeting to permit further solicitation of proxies if necessary. The Board recommends a vote FOR each proposal.

The record date is October 17, 2025. As of that date, there were 1,225,046 shares of common stock outstanding and 2,000 shares of Series X Super Voting Preferred Stock, which carry 10,000 votes per share; Joseph La Rosa beneficially owns 100% of the Series X, making the company a “controlled company” under Nasdaq rules. A one-for-eighty reverse stock split became effective on July 7, 2025. Internet and telephone voting close at 11:59 p.m. Eastern Daylight Time on December 10, 2025.

La Rosa Holdings Corp. filed an amendment to its IPO registration (Form S-1/A) that primarily updates the exhibit index and incorporates by reference numerous corporate documents and financing agreements. The amendment lists governing documents such as amended and restated articles of incorporation, bylaws, certificates of designation for Series A and Series B preferred stock, and multiple equity and incentive plans. It also incorporates a long sequence of financing instruments and amendments including promissory notes, 13% OID senior secured promissory notes, senior secured convertible notes, warrants, registration rights agreements, membership interest purchase and leak‑out agreements, lease agreements, and an Equity Purchase Facility Agreement dated August 4, 2025. The filing shows corporate governance materials (codes, committee charters, clawback policy) and is signed by executives and directors including Joseph La Rosa as President and CEO and other directors listed.

La Rosa Holdings Corp. (LRHC) board approved issuing additional shares of Common Stock under a financing Facility that may exceed 19.99% of issued and outstanding shares to comply with Nasdaq's 20% Rule. The filing cites Nasdaq Listing Rules 5635(b) and 5635(d), explaining that a single or affiliated group acquiring 20% could be deemed a change of control and that nonpublic offerings equaling 20% or more of pre-issuance stock at a price below recent trading averages require stockholder approval. The filing lists executive officers, directors and certain beneficial ownership details, including that 2,000 shares of Series X Super Voting Preferred Stock outstanding carry 10,000 votes per share and that ownership calculations are based on 1,224,640 common shares outstanding on the record date.

La Rosa Holdings Corp. (LRHC) filed a registration statement on Form S-1 describing an offering and registration for resale of shares and providing a detailed prospectus outline and exhibits. The company operates through numerous subsidiaries focused primarily on residential real estate brokerage, commercial brokerage, franchising, property management, title services and related services, and recently formed entities for a commission-advance program (April 2025) and brokerage operations in Malaga, Spain (May 2025). The filing identifies significant risks, including an auditors explanatory going-concern paragraph, limited operating history, potential impairment of goodwill and intangibles, integration and capital-raising risks, cyclicality in residential real estate, and exposure to litigation and regulatory actions. It discloses 1,224,640 common shares outstanding as of September 24, 2025, and summarizes outstanding warrants, options and reserved shares with exercise prices and quantities. The Selling Stockholder may resell shares while the registration is effective, and estimated offering expenses are itemized.