La Rosa Holdings Corp. (NASDAQ: LRHC) flags going concern, Nasdaq notices
La Rosa Holdings Corp. reported Q1 2026 revenue of $13,575,606, down from $14,635,774 a year earlier, and a net loss attributable to common stockholders of $16,112,549 versus $95,902,812. Gross profit increased to $1,993,427 as cost of revenue fell, and loss from operations narrowed to $2,497,230.
Total assets were $20,843,708 at March 31, 2026, compared with $13,443,517 at December 31, 2025, while liabilities were $28,343,119 and stockholders’ deficit was $(7,499,411). Notes payable, including fair-valued convertible debt and a Token Rights Agreement, totaled $21,388,600. The company held $8,142,127 of restricted stablecoin digital assets.
Management cited cash of $1.7 million, working capital of $4.1 million, recurring losses, and dependence on senior secured convertible notes and equity facilities, concluding there is substantial doubt about the company’s ability to continue as a going concern. La Rosa also received Nasdaq notices for late 10‑K and 10‑Q filings and has submitted a compliance plan.
Positive
- None.
Negative
- Substantial doubt about going concern due to recurring net losses, limited liquidity, and the expectation that existing working capital and cash from operations will not cover expenses for the next 12 months without additional financing.
- Nasdaq Listing Rule 5250(c)(1) noncompliance stemming from late Form 10‑K and Form 10‑Q filings, requiring an accepted compliance plan and timely filings by as late as October 12, 2026 to avoid potential listing consequences.
Filing Explained
The quarter completed a convertible-note conversion into 104,321 shares, while a newer senior secured note and token rights remained outstanding.
As a Form 10-Q, this report updates interim financial information; as of
The newer senior secured convertible note had
The token-rights agreement gives investors rights to specified digital assets purchased with financing proceeds, including 50% of tokens from SPA closings and 56.25% from certain other financings; as of
The filing reports
Key Figures
Key Terms
Token Rights Agreement financial
fair value option financial
Nasdaq Listing Rule 5250(c)(1) regulatory
Economic Injury Disaster Loans financial
indefinite-lived intangible assets financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were La Rosa Holdings (LRHC) Q1 2026 revenue and net loss?
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How much debt and notes payable does La Rosa Holdings (LRHC) report?
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from _____to_____
Commission File Number:
LA ROSA HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of |
| (I.R.S. Employer |
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(Address of principal executive offices) |
| (Zip Code) |
(
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and formal fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
| Trading Symbol(s) |
| Name of each exchange on which registered: |
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| The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☐
Table of Contents
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
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| Smaller reporting company |
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| Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of July 31, 2026, the registrant had
Table of Contents
TABLE OF CONTENTS
PART I. |
FINANCIAL INFORMATION |
1 |
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ITEM 1. |
FINANCIAL STATEMENTS |
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CONDENSED CONSOLIDATED BALANCE SHEETS AT MARCH 31, 2026 (UNAUDITED) AND DECEMBER 31, 2025 |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED) |
2 |
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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED) |
3 |
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED) |
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) |
6 |
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ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
29 |
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ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
39 |
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ITEM 4. |
CONTROLS AND PROCEDURES |
40 |
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PART II. |
OTHER INFORMATION |
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ITEM 1. |
LEGAL PROCEEDINGS |
41 |
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ITEM 1A. |
RISK FACTORS |
41 |
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ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES |
42 |
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ITEM 3. |
DEFAULTS UPON SENIOR SECURITIES |
42 |
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ITEM 4. |
MINE SAFETY DISCLOSURES |
42 |
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ITEM 5. |
OTHER INFORMATION |
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ITEM 6. |
EXHIBITS |
43 |
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SIGNATURES |
46 |
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Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
La Rosa Holdings Corp. and Subsidiaries
Condensed Consolidated Balance Sheets
| | March 31, 2026 | | | December 31, 2025 | | ||
| | (unaudited) | | | | | | |
Assets | | | | | | | | |
Current assets: | | | | | | | | |
Cash and cash equivalents | | $ | | | $ | | ||
Restricted cash | | | | | | | ||
Digital assets, restricted | | | | | | | ||
Accounts receivable, net of allowance for credit losses of $308,003 and $179,643, respectively | | | | | | | ||
Notes receivable | | | | | | | ||
Other current assets | | | | | | | ||
Total current assets | | | | | | | ||
| | | | | | | | |
Noncurrent assets: | | | | | | | | |
Restricted cash, net of current | | | | | | | ||
Property and equipment, net | | | | | | | ||
Right-of-use asset, net | | | | | | | ||
Intangible assets, net | | | | | | | ||
Goodwill | | | | | | | ||
Other long-term assets | | | | | | | ||
Total noncurrent assets | | | | | | | ||
Total assets | | $ | | | $ | | ||
Liabilities, Series X Preferred Stock Subject to Redemption and Stockholders’ Deficit | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable | | $ | | | $ | | ||
Accrued expenses | | | | | | | ||
Contract liabilities | | | | | | | ||
Security deposits and escrow payable | | | | | | | ||
Accrued acquisition cash consideration | | | | | | | ||
Notes payable, current | | | | | | | ||
Lease liability, current | | | | | | | ||
Total current liabilities | | | | | | | ||
| | | | | | | | |
Noncurrent liabilities: | | | | | | | | |
Note payable, net of current | | | | | | | ||
Security deposits and escrow payable | | | | | | | ||
Lease liability, noncurrent | | | | | | | ||
Total noncurrent liabilities | | | | | | | ||
Total liabilities | | | | | | | ||
| | | | | | | | |
Commitments and contingencies (Note 6) | | | | | | | | |
| | | | | | | | |
Series X Preferred Stock Subject to Redemption: | | | | | | | | |
Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 1,800 and 2,000 Series X shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively | | | | | | | ||
Stockholders’ Deficit: | | | | | | | | |
Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 1,620 and 6,000 Series B Convertible Preferred Stock issued and outstanding at March 31, 2026 and December 31, 2025 | | | | | | | ||
Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 100 and 0 Series C Convertible Preferred Stock issued and outstanding at March 31, 2026 and December 31, 2025, respectively | | | | | | | ||
Common stock - $0.0001 par value; 2,000,000,000 shares authorized; 447,345 and 20,963 issued and outstanding at March 31, 2026 and December 31, 2025, respectively | | | | | | | ||
Additional paid-in capital | | | | | | | ||
Accumulated deficit | | | ( | ) | | | ( | ) |
Total stockholders' deficit – La Rosa Holdings Corp. stockholders | | | ( | ) | | | ( | ) |
Noncontrolling interest in subsidiaries | | | | | | | ||
Total stockholders' deficit | | | ( | ) | | | ( | ) |
Total liabilities, Series X Subject to Redemption and stockholders deficit | | $ | | | $ | | ||
See notes to the condensed consolidated financial statements.
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La Rosa Holdings Corp. and Subsidiaries
Condensed Consolidated Statements of Operations
(unaudited)
| | Three Months Ended March 31, | | |||||
| | 2026 | | | 2025 | | ||
| | | | | | | | |
Revenue | | $ | | | $ | | ||
| | | | | | | | |
Cost of revenue | | | | | | | ||
| | | | | | | | |
Gross profit | | | | | | | ||
| | | | | | | | |
Operating expenses: | | | | | | | | |
Sales and marketing | | | | | | | ||
General and administrative | | | | | | | ||
Stock-based compensation — general and administrative | | | | | | | ||
Total operating expenses | | | | | | | ||
| | | | | | | | |
Loss from operations | | | ( | ) | | | ( | ) |
Other income (expense) | | | | | | | | |
Interest expense, net | | | ( | ) | | | ( | ) |
Loss on extinguishment of debt | | | | | | ( | ) | |
Amortization of debt discount | | | | | | ( | ) | |
Change in fair value of derivative liability | | | | | | | ||
Loss on issuance of senior secured convertible note | | | ( | ) | | | ( | ) |
Change in fair value of convertible note and warrants | | | ( | ) | | | | |
Fair value of settlement of contract based equity issuances | | | ( | ) | | | | |
Loss on disposition of noncontrolling interest in subsidiary | | | ( | ) | | | | |
Other expense, net | | | | | | ( | ) | |
Loss from operations before provision for income taxes | | | ( | ) | | | ( | ) |
Provision for income taxes | | | | | | | ||
Net loss | | | ( | ) | | | ( | ) |
Less: Net (loss) income attributable to noncontrolling interests in subsidiaries | | | ( | ) | | | | |
Net loss after noncontrolling interest in subsidiaries | | | ( | ) | | | ( | ) |
Less: Deemed dividend | | | | | | | ||
Net loss attributable to common stockholders | | $ | ( | ) | | $ | ( | ) |
| | | | | | | | |
Loss per share of common stock attributable to common stockholders | | | | | | | | |
Basic and diluted | | $ | ( | ) | | $ | ( | ) |
| | | | | | | | |
Weighted average shares used in computing net loss per share of common stock attributable to common stockholders | | | | | | | | |
Basic and diluted | | | | | | | ||
| | | | | | | | |
| | | | | | | | |
See notes to the condensed consolidated financial statements.
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La Rosa Holdings Corp. and Subsidiaries
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
(unaudited)
| | | | | | | | | | | | | | | | | | Additional | | | | | | | Total | | | Noncontrolling | | | Total | | ||||
| | Preferred Stock Series X | | | Common Stock | | | Paid-In | | | Accumulated | | | Stockholders' | | | Interest In | | | Equity | | |||||||||||||||
Three Months Ended March 31, 2025 | | Shares | | | Par Value | | | Shares | | | Par Value | | | Capital | | | Deficit | | | Equity (Deficit) | | | Subsidiaries | | | (Deficit) | | |||||||||
Balance as of December 31, 2024 | | | | | $ | | | | | | $ | | | $ | | | $ | ( | ) | | $ | | | $ | | | $ | | ||||||||
Net loss | | | | | | | | | | | | | | | | | | | | | | | ( | ) | | | ( | ) | | | | | | ( | ) | |
Issuance of common stock for consulting work | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | |||||
Equity awards issued with debt issuance | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
Stock-based compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
Proceeds from new investors and S-3 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
Issuance of common stock for stock-based compensation equity awards, net of shares withheld for taxes | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
Balance as of March 31, 2025 | | | | | $ | | | | | | $ | | | $ | | | $ | ( | ) | | $ | ( | ) | | $ | | | $ | ( | ) | ||||||
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| | | | | | | | | | | | | | | | | | | | | | | | | | Additional | | | | | | | Total | | | Noncontrolling | | | Total | | ||||
| | Preferred Stock Series B | | | Preferred Stock Series C | | | Common Stock | | | Paid-In | | | Accumulated | | | Stockholders' | | | Interest In | | | Deficit | | ||||||||||||||||||||
Three Months Ended March 31, 2026 | | Shares | | | Par Value | | | Shares | | | Par Value | | | Shares | | | Par Value | | | Capital | | | Deficit | | | Deficit | | | Subsidiaries | | | | | | ||||||||||
Balance as of December 31, 2025 | | | | | $ | 1 | | | | | | | — | | | | | | $ | 1 | | | $ | 51,010,523 | | | $ | (57,099,883 | ) | | $ | (6,089,358 | ) | | $ | 4,241,106 | | | $ | (1,848,252 | ) | |||
Net loss | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (13,454,969 | ) | | | (13,454,969 | ) | | | (10,407 | ) | | | (13,465,376 | ) |
Issuance of common stock for consulting work | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||
Conversion of liabilities into common stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||
Stock-based compensation | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||
Proceeds from new investors and S-3 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||
Issuance of Series C Preferred Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||
Conversion of Series B Preferred Stock | | | (4,380 | ) | | | | | | — | | | | | | | 105,128 | | | | | | | | | | | | | | | | | | | | ||||||||
Disposition of non-controlling interest in subsidiary | | | — | | | | | | | — | | | | | | | — | | | | | | | | | | | | | | | | ( | ) | | | ( | ) | ||||||
Purchase of non-controlling interest | | | — | | | | | | | — | | | | | | | — | | | | | | | | | | | | | | | | ( | ) | | | ( | ) | ||||||
Balance as of March 31, 2026 | | | | | $ | 1 | | | | | | $ | - | | | | | | $ | 43 | | | $ | 61,742,120 | | | $ | (70,554,852 | ) | | $ | (8,812,688 | ) | | $ | 1,313,277 | | | $ | (7,499,411 | ) | |||
See notes to the condensed consolidated financial statements.
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La Rosa Holdings Corp. and Subsidiaries
Condensed Consolidated Statement of Cash Flows
(unaudited)
| | For the Three Months Ended March 31, | | |||||
| | 2026 | | | 2025 | | ||
| | | | | | | | |
| | | | | | | | |
Cash Flows from Operating Activities: | | | | | | | | |
Net loss | | $ | ( | ) | | $ | ( | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | |
Stock-based compensation | | | | | | | ||
Loss on issuance of senior secured convertible note | | | | | | | ||
Change in fair value of convertible note and warrants | | | | | | ( | ) | |
Amortization and depreciation | | | | | | | ||
Amortization of right-of-use assets | | | | | | | ||
Loss on disposition of non-controlling interest in subsidiary | | | | | | | ||
Change in fair value of derivatives | | | | | | ( | ) | |
Amortization of debt discount and financing fees | | | | | | | ||
Loss on extinguishment of debt | | | | | | | ||
Non-cash interest expense | | | | | | ( | ) | |
Allowance for credit losses | | | | | | | ||
Changes in Operating Assets and Liabilities: | | | | | | | | |
Accounts receivable | | | ( | ) | | | ( | ) |
Note receivable | | | | | | | ||
Other assets | | | ( | ) | | | ( | ) |
Accounts payable | | | | | | ( | ) | |
Accrued expenses | | | | | | ( | ) | |
Contract liabilities | | | | | | | ||
Security deposits and escrow payable | | | | | | ( | ) | |
Operating lease liabilities | | | ( | ) | | | ( | ) |
Net Cash Used in Operating Activities | | | ( | ) | | | ( | ) |
Cash Flows from Investing Activities: | | | | | | | | |
Purchase of digital assets | | | ( | ) | | | | |
Cash sold with disposition | | | ( | ) | | | | |
Net Cash Provided by Investing Activities | | | ( | ) | | | | |
Cash Flows from Financing Activities: | | | | | | | | |
Borrowings on bank line of credit | | | | | | | ||
Payments on bank line of credit | | | | | | ( | ) | |
Proceeds from notes payable | | | | | | | ||
Payments of deferred debt issuance costs | | | | | | ( | ) | |
Payments on notes payable | | | ( | ) | | | ( | ) |
Payments on advances of future receipts | | | | | | ( | ) | |
Proceeds from issuance of preferred stock series C | | | | | | | ||
Payments on post-acquisition consideration | | | ( | ) | | | ( | ) |
Distributions to noncontrolling interest | | | ( | ) | | | | |
Repurchase of derivative instruments issued | | | | | | ( | ) | |
Proceeds from issuance of common stock | | | | | | | ||
Redemption of Series X Preferred Stock | | | ( | ) | | | | |
Net Cash Provided by Financing Activities | | | | | | | ||
| | | | | | | | |
Net Increase in Cash, Cash equivalents and Restricted Cash | | | | | | | ||
Cash, Cash equivalents and Restricted Cash at Beginning of Period | | | | | | | ||
Cash, Cash equivalents and Restricted Cash at End of Period | | $ | | | $ | | ||
| | | | | | | | |
Supplemental Disclosures of Cash Flow Information: | | | | | | | | |
Cash Paid During the Period for: | | | | | | | | |
Interest | | $ | | | $ | | ||
| | | | | | | | |
Non-Cash Activities: | | | | | | | | |
Issuance of 3,500 shares of common stock for services rendered | | $ | | | | — | | |
Issuance of 104,321 conversion of liabilities into common stock | | $ | | | $ | — | | |
Pro-rata expense recognition for restricted stock units | | $ | | | $ | — | | |
Purchase of remaining portion of non-controlling interest | | $ | | | $ | — | | |
Sell of controlling interest to minority interest | | $ | | | $ | — | | |
Conversion of 4,380 shares of series B preferred stock into 105,128 shares of common stock | | $ | | | $ | | ||
Issuance of 282 shares of common stock as part of the settlement of notes payable and warrants | | $ | | | $ | | ||
Issuance of 726 shares of common stock for services rendered | | $ | — | | | $ | | |
Office leases acquired under operating lease obligations | | $ | | | $ | | ||
| | | | | | | | |
Reconciliation of Cash, Cash equivalents and Restricted Cash | | | | | | | | |
Cash and Cash equivalents | | $ | | | $ | | ||
Restricted Cash | | | | | | | ||
Cash, Cash equivalents and Restricted Cash | | $ | | | $ | | ||
See notes to the condensed consolidated financial statements.
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La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Note 1 — Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying unaudited condensed consolidated financial statements of La Rosa Holdings Corp. (the “Company”) and its subsidiaries have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”). The Company has made estimates and judgements affecting the amounts reported in the Company’s condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed consolidated financial information is unaudited and reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented, which contemplate continuation of the Company as a going concern and realization of assets and satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of any uncertainties related to the Company’s going concern assessment. The carrying amounts of assets and liabilities presented in the unaudited condensed consolidated financial statements do not necessarily purport to represent realizable or settlement values.
The unaudited condensed consolidated financial statements include the financial statements of the Company, all entities that are wholly owned by the Company, and all entities in which the Company has a controlling financial interest. All intercompany transactions and balances have been eliminated.
Results of the three-month period ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year ending December 31, 2026. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the Company as of and for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K. The condensed consolidated balance sheet as of December 31, 2025 was derived from the Company’s audited financial statements referred to above.
Liquidity – Going Concern and Management’ s Plans
On March 31, 2026, the Company had a cash balance of $
On November 12, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”), pursuant to which the Company agreed to 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 $
Subject to certain conditions described in the Purchase Agreement, the Company has the option to request that the Investor purchase additional Notes (the “Company’s Option Closing”), and the Investor has the option to cause the Company to sell additional Notes (the “Investor’s Option Closing” and together with the Company’s Option Closing, (the “Additional Closings”) and together with the Initial Closing, each a “Closing”), provided that the aggregate original principal amount of any Notes issued in each Additional Closing shall not exceed $
In addition, the Company has financing arrangements through its equity line of credit which allows the Company to sell shares of which
The Company is subject to the risks and challenges associated with companies at a similar stage of development. These include dependence on key individuals, successful development and marketing of its offerings, and competition with larger companies with greater financial, technical, and marketing resources. Furthermore, during the period required to achieve substantially higher revenue in order to become profitable, the Company will require additional funds that might not be readily available or might not be on terms that are acceptable to the Company. Until such time that the Company fully implements its growth strategy, it expects to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead and costs of being a public company. As such, the Company anticipates that its existing working capital, including cash on hand, and cash generated from operations, will not be sufficient to meet projected operating expenses through at least the next twelve months from the issuance of these condensed consolidated financial statements. The Company will be required to raise additional capital to service its debt and to fund ongoing operations.
The Company has incurred recurring net losses, and the Company’s operations have not provided net positive cash flows. In view of these matters, there is substantial doubt about the Company’s ability to continue as a going concern. The Company plans on continuing to expand via acquisitions, which will help achieve future profitability. Additionally, the Company has plans to raise capital from outside investors, as it has done in the past, to fund operating losses and to provide capital for further business acquisitions. There can be no assurance the Company can successfully raise the capital needed.
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La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Nasdaq Notice Regarding Filing Deficiency
On April 16, 2026, the Company received a notice (the “10-K Notice”) from the Nasdaq Listing Qualifications Department (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 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 had 60 calendar days, or until June 15, 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 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 remained delinquent in filing its Initial Delinquent Filing. The 10-Q Notice further stated that, in accordance with Nasdaq rules and as previously communicated in the 10-K Notice, the Company had 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.
On June 4, 2026, the Company filed its Annual Report on 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 had determined that the Company complies with Nasdaq Listing Rule 5250(c)(1) with regard to the Form 10-K filing. However, because the Staff had not received the Company’s Form 10-Q, the Company remained noncompliant with 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 report and Nasdaq has the discretion to grant the Company up to 180 calendar days from the due date of the Form 10-K, or until October 12, 2026, to regain compliance.
Accounts Receivable and Allowance for Credit Losses
The Company’s trade accounts receivable consist of balances due from agents, tenants, franchisees, and commissions for closings and are presented on the condensed consolidated balance sheets net of the allowance for credit losses. Management determines the allowance for expected credit losses based upon historical experiences as well as current conditions that affect the collectability of the reported amount and regularly evaluates individual customer receivables considering financial condition, credit history, current economic conditions and other relevant factors, in setting specific reserves for certain accounts. Receivables are written off once they are deemed uncollectible, which may arise when the debtor is deemed unable to pay the amounts owed to the Company. The allowance for credit losses was $
The activity for the allowance for credit losses during the three months ended March 31, 2026 and 2025 is set forth in the table below:
| | Balance at | | | | | | | Deductions | | | Balance at | | |||
| | Beginning of | | | Charged to | | | from the | | | End of | | ||||
| | Period | | | Expenses | | | Allowance | | | Period | | ||||
Three months ended March 31, 2026 Allowance for Credit Losses | | $ | | | $ | | | $ | ( | ) | | $ | | |||
Three months ended March 31, 2025 Allowance for Credit Losses | | $ | | | $ | | | $ | | | $ | | ||||
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Table of Contents
La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Digital Assets
The Company's digital assets consist primarily of USD Coin ("USDC") and Frax USD ("FRAX"), which are stablecoin-denominated digital assets held in a custodial wallet maintained with BitGo. Management evaluated these digital assets under ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets ("ASC 350-60"), and concluded that the Company's USDC and FRAX holdings are outside the scope of ASC 350-60 as the assets provide holders with enforceable rights to, or claims on, underlying assets and therefore do not meet all of the scope criteria required for application of that guidance. Accordingly, these assets are accounted for as indefinite-lived intangible assets under ASC 350-30, Intangibles - Other than Goodwill ("ASC 350-30").
Digital assets are initially recorded at cost, including directly attributable transaction fees. Subsequent to acquisition, the assets are carried at historical cost less any impairment losses. As indefinite-lived intangible assets, the Company's digital assets are not amortized and are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the assets are impaired. In accordance with ASC 350-30, increases in the fair value of the digital assets above their carrying value are not recognized until realized through sale or disposition.
The Company's digital assets are held pursuant to the terms of its November 2025 Securities Purchase Agreement and related financing arrangements. The assets are maintained in a restricted custodial account and cannot be freely withdrawn, transferred, or otherwise utilized without compliance with the contractual provisions of those agreements. In addition, portions of the digital assets are subject to the Token Rights Agreement entered into with certain investors.
The Digital Assets are classified on the condensed consolidated balance sheets based on management’s intent and the expected period of use or sale.
Token Rights
In connection with the Company's financing arrangements, the Company entered into a Token Rights Agreement ("TRA") that provides the investor the right, at its election and subject to the terms of the agreement, to receive specified quantities of digital assets acquired using designated financing proceeds.
The Company evaluated the TRA in accordance with ASC 815, Derivatives and Hedging ("ASC 815"), and concluded that the agreement meets the definition of a derivative instrument. The TRA obligates the Company to deliver specified quantities of cryptocurrency upon the investor's exercise of its rights under the agreement, and therefore exposes the Company to changes in the value of the underlying digital assets. Accordingly, the TRA is accounted for as a derivative liability under ASC 815.
The derivative liability was initially measured based on the fair value of the underlying cryptocurrency subject to the investor's rights under the agreement. Subsequent to initial recognition, the liability is remeasured at fair value at each reporting date, with changes in fair value recognized in the Company's condensed consolidated statements of operations.
Contract Liabilities and Performance Obligations
Contract liabilities consist of unsatisfied performance obligations related to annual dues received at the start of the calendar year. As of March 31, 2026 and December 31, 2025 the Company had approximately $
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Table of Contents
La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Fair Value Option of Accounting
The Company has elected the option under ASC 825-10, Financial Instruments (“ASC 825”), to measure its short-term convertible note payable issued at fair value. The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. When the fair value option is elected for an instrument, unrealized gains and losses for such instrument are reported in earnings at each subsequent reporting date. Upfront costs and fees related to items for which the fair value option is elected shall be recognized in earnings as incurred and not deferred. The Company also elected to measure incremental warrants under ASC 825.
Recently Adopted Accounting Standards
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326). The amendments in this Update provide (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The amendments became effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company adopted the guidance prospectively in this fiscal year beginning January 1, 2026.
Recently Issued Accounting Standards Not Yet Adopted
In April 2026, the FASB issued ASU 2026-1, Initial Measurement of Paid-in-Kind (PIK) Dividends on Equity-Classified Preferred Stock. The amendments in this Update require that PIK dividends on equity-classified preferred stock be initially measured on the basis of the PIK dividend rate stated in the preferred stock agreement. For example, if the preferred stock agreement specifies that PIK dividends are calculated by multiplying the PIK dividend rate by the liquidation value of the preferred stock outstanding, an entity should initially measure the PIK dividend at that amount. The liquidation value (or liquidation preference) of the preferred stock is typically defined by the preferred stock agreement and specifies the value of the preferred stock upon the occurrence of a liquidation event (such as the entity becoming insolvent). When preferred stock is not issued at a discount or premium, the liquidation value upon initial issuance is typically the same as the original issuance price of the preferred stock. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in an interim or annual reporting period in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact that the adoption of this new standard will have on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-7, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606). The amendments in this Update exclude from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract. However, this scope exception does not apply to (1) variables based on a market rate, market price, or market index, (2) variables based on the price or performance of a financial asset or financial liability of one of the parties to the contract, (3) contracts (or features) involving the issuer’s own equity that are evaluated under the guidance in Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and (4) call options and put options on debt instruments. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact that the adoption of this new standard will have on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40). The amendments in this Update remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40. Therefore, an entity is required to start capitalizing software costs when both of the following occur: (i). management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to complete recognition threshold”). The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact that the adoption of this new standard will have on its consolidated financial statements.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity ("VIE"). The amendments in this Update require an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business to consider the factors in paragraphs 805-10-55-12 through 55-15 to determine which entity is the accounting acquirer. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact that the adoption of this new standard will have on its consolidated financial statements.
9
Table of Contents
La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)- Clarifying the Effective Date. The amendment in this Update amends the effective date of Update 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of this new standard will have on its consolidated financial statements.
Note 2 — Disposal of Membership Interests in LR Kissimmee
On February 4, 2026, the Company completed the sale of its
Under the terms of the agreement, the Company is entitled to receive aggregate consideration of $
Concurrently with the disposition, the Company entered into a Trademark and Brand Licensing Agreement with LR Kissimmee providing LR Kissimmee a non-exclusive, non-transferable license to utilize certain Company trademarks, branding, and technology resources in exchange for a monthly licensing fee of $
The transaction was undertaken as part of the Company's strategy to divest a non-core office operation, improve liquidity, reduce operating expenses, and reallocate capital toward its core brokerage, technology, and ancillary service businesses. Management indicated that the divested operation represented approximately
A summary of the transactions consideration and loss on disposal of LR Kissimmee is as follows:
Consideration | | | | |
Note receivable | | $ | | |
Carrying amount of non-controlling interests of LR Kissimmee | | | | |
| | | | |
| | | | |
Book basis of investment in LR Kissimmee | | | | |
Loss on disposal of LR Kissimmee | | $ | ( | ) |
A summary of the investment in LR Kissimmee's related assets and liabilities is as follows:
| | As of February 4, 2026 | | |
Assets: | | | | |
Cash | | $ | | |
Accounts receivable, net | | | | |
Other current assets | | | | |
Property and equipment, net | | | | |
Right-of-use asset, net | | | | |
Intangible assets, net | | | | |
Goodwill | | | | |
Total Assets | | $ | | |
| | | | |
Liabilities: | | | | |
Accounts payable | | $ | | |
Accrued expenses | | | | |
Contract liabilities | | | | |
Lease liability | | | | |
Note payable | | | | |
Total liabilities | | $ | | |
Note 3 — Goodwill and Intangible Assets
Goodwill
The gross carrying amount of goodwill as of March 31, 2026 and December 31, 2025 was $
|
| 2026 |
|
| 2025 |
| ||
Balance, January 1 |
| $ |
|
| $ |
| ||
Disposal of interest in LR Kissimmee |
|
| ( | ) |
|
|
| |
Impairment |
|
|
|
|
| ( | ) | |
Goodwill, March 31 |
| $ |
|
| $ |
| ||
Intangible Assets
Intangible assets consist of franchise agreements, agent relationships, real estate listings, and non-compete agreements, and are initially recorded at fair value. Long-lived intangible assets are amortized over their estimated useful lives in a method reflecting the pattern in which the economic benefits are consumed or amortized on a straight-line basis if such pattern cannot be reliably determined. The Company continues to assess potential triggering events related to the value of its intangible assets and concluded that there was no impairment during the three months ended March 31, 2026 and 2025.
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Table of Contents
La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
The components of purchased intangible assets were as follows:
| Weighted Average | | | | | | | | | | | | | | | | |
| Remaining | | | | | | | | | | | | | | | | |
| Amortization | | March 31, 2026 | | |||||||||||||
| Period | | Gross | | | Accumulated | | | | | | | Net | | |||
| (in years) | | Carrying Amount | | | Amortization | | | Disposals Net | | | Amount | | ||||
Franchise agreement | | $ | | | $ | | | $ | | | $ | | |||||
Agent relationships | | | | | | | | | | | | | |||||
Real estate listings | - | | | | | | | | | | | | | ||||
Non-compete agreements | | | | | | | | | | | | | |||||
Total | | | $ | | | $ | | | $ | | | $ | | ||||
| Weighted Average | | | | | | | | | | | | | | | | |
| Remaining | | | | | | | | | | | | | | | | |
| Amortization | | December 31, 2025 | | |||||||||||||
| Period | | Gross | | | Accumulated | | | | | | | Net | | |||
| (in years) | | Carrying Amount | | | Amortization | | | Impairment | | | Amount | | ||||
Franchise agreement | | $ | | | $ | | | $ | | | $ | | |||||
Agent relationships | | | | | | | | | | | | | |||||
Real estate listings | - | | | | | | | | | | | | | ||||
Non-compete agreements | | | | | | | | | | | | | |||||
Total | | | $ | | | $ | | | $ | | | $ | | ||||
For the three months ended March 31, 2026, and 2025 amortization expense was $
|
| March 31, 2026 |
| |
2026-remainder of the year |
| $ |
| |
2027 |
|
|
| |
2028 |
|
|
| |
2029 |
|
|
| |
2030 |
|
|
| |
Thereafter |
|
|
| |
Total |
| $ |
| |
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Table of Contents
La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Note 4 — Fair Value Measurements and Other Liabilities
Fair Value Measurements
Fair value is the price that would be received for an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company classified certain liabilities based on the following fair value hierarchy:
| ● | Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; |
| ● | Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and |
| ● | Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. |
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company has evaluated the estimated fair value of financial instruments using available market information and valuations as provided by third-party sources. The use of different market assumptions or estimation methodologies could have a significant effect on the estimated fair value amounts.
The carrying amounts of financial instruments, including cash, accounts receivable, accounts payable, and accrued expenses reflected in the condensed consolidated financial statements approximate fair value due to their short-term maturities.
The Company determined that on March 31, 2026 and December 31, 2025, certain instruments qualified as derivative liabilities and were recorded at fair value on the date of issuance and re-measured at fair value each reporting period with the change reported in earnings.
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Table of Contents
La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Securities Purchase Agreement (“SPA 2”)
On January 8, 2026, the Company consummated the Initial Closing under the SPA 2 dated November 12, 2025, pursuant to which it issued to the Investors a senior secured convertible note in the principal amount of $
The Company evaluated the conversion and settlement provisions contained within the Convertible Note 2026 in accordance with ASC 815 and ASC 480, Distinguishing Liabilities from Equity. The Convertible Note 2026 is convertible into shares of the Company's common stock at a conversion price initially established at $
Management assessed whether the embedded conversion feature required bifurcation as a derivative liability or qualified for equity classification. To the extent the conversion feature is determined not to be indexed solely to the Company's own stock or otherwise fails the equity-classification conditions, the feature is recorded at fair value and subsequently remeasured each reporting period.
The fair value of any bifurcated conversion feature was determined using a Monte Carlo simulation model and/or lattice model, incorporating assumptions regarding the common stock price; expected stock price volatility; expected term; risk-free interest rates; probability of future drawdowns under the Securities Purchase Agreement; expected conversion behavior; and contractual floor-price provisions.
These measurements utilize significant unobservable inputs and are therefore classified as Level 3 within the fair value hierarchy.
Token Rights Agreement (“Token Rights”)
The Company's TRA liability is measured at fair value on a recurring basis. The TRA provides the investor with the right to receive specified quantities of digital assets with designated financing proceeds. See Note 5 – Borrowings for further discussion.
The fair value of the TRA liability is determined based on the number of rights to digital asset tokens subject to the investor's rights under the agreement and the observable market value of the underlying stablecoins held by the Company. Because the underlying assets consist primarily of restricted cash, and digital assets, which are designed to maintain a value of approximately $
The Company classifies the TRA liability within Level 2 of the fair value hierarchy because the valuation is based principally on observable market pricing information for the underlying stablecoins and does not require significant unobservable inputs.
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Table of Contents
La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Securities Purchase Agreement (“SPA 1”)
On February 4, 2025, the Company entered into an purchase agreement with an investor for a Senior Secured Convertible Note (“Convertible Note 2025”) with a face value of $
The purchase price paid by the Investor under the SPA 1 for the Convertible Note 2025 and Incremental Warrants was $
As a result of applying the fair value option, direct costs and fees related to the Convertible Note 2025 were expensed as incurred and were not deferred.
The following tables provide the fair value and contractual principal balance outstanding on the Convertible Note 2026 accounted for under the fair value option as of January 8, 2026 and March 31, 2026:
|
| As of |
|
| As of |
| ||
|
| January 8, |
|
| March 31, |
| ||
|
| 2026 |
|
| 2026 |
| ||
Convertible Note 2026 fair value |
| $ |
|
| $ |
| ||
Convertible Note 2026, contractual principal outstanding |
| $ |
|
| $ |
| ||
Token Rights |
| $ |
|
| $ |
| ||
The fair value of the Convertible Note 2026 was calculated using a fair value analysis considering the following factors and assumptions:
|
| January 8, |
|
| March 31, |
| ||
|
| 2026 |
|
| 2026 |
| ||
Stock Price on Valuation Date |
| $ |
|
| $ |
| ||
Fixed Conversion Price |
| $ |
|
| $ |
| ||
|
|
|
| |
|
|
| |
Market Price Discount |
|
| % |
|
| % | ||
Redemption Premium |
|
| % |
|
| % | ||
Interest Rate |
|
| % |
|
| % | ||
The following table provides the fair value and contractual principal balance outstanding on the Convertible Note 2025 and the Incremental Warrants accounted for under the fair value option as of February 4, 2025 and March 31, 2025:
| | As of | | | As of | | | As of | | |||
| | February 4, | | | March 31, | | | December 31, | | |||
| | 2025 | | | 2025 | | | 2025 | | |||
Convertible Note 2025 fair value | | $ | | | $ | | | $ | | |||
Convertible Note 2025, contractual principal outstanding | | $ | | | $ | | | $ | | |||
Incremental Warrants | | $ | | | $ | | | $ | | |||
The fair value of the Convertible Note 2025 was calculated using a fair value analysis considering the following factors and assumptions:
|
| December 31, |
|
| March 31, |
|
| February 4, |
| |||
|
| 2025(2) |
|
| 2025(1) |
|
| 2025(1) |
| |||
Stock Price |
| $ |
|
| $ |
|
| $ |
| |||
Conversion Price |
| $ |
|
| $ |
|
| $ |
| |||
Alternate Conversion Price |
| $ |
|
| $ |
|
| $ |
| |||
Alternate Conversion Amount |
|
| % |
|
| % |
|
| % | |||
Redemption Premium |
|
| % |
|
| % |
|
| % | |||
Interest Rate |
|
| % |
|
| % |
|
| % | |||
(1) | The fair value analysis of the convertible notes was performed under the assumption of immediate conversion as of the valuation date. The stock price, classified as a Level 1 input under the fair value hierarchy, was utilized in the analysis. Potential ownership limitations or conversion blockers were not incorporated into the valuation, as the analysis assumed full conversion in a single transaction without restriction. |
(2) | The amendment to the Note on June 26, 2025, corrected the term of the Note from |
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Table of Contents
La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
The fair value of the Incremental Warrants were calculated using the Monte Carlo simulation with the following factors, assumptions and methodologies:
| | February 4, | | | March 31, | | ||
| | 2025(1) | | | 2025(1) | | ||
Face Value | | $ | | | $ | | ||
Exercise Price | | $ | | | $ | | ||
Stock Price | | $ | | | $ | | ||
Exercise Threshold | | 20% of Min price(2) | | | 20% of Min price(2) | | ||
Valuation per Incremental Warrant upon exercise | | $ | | | $ | | ||
Discount Rate | | | % | | | % | ||
Risk Free Rate | | | % | | | % | ||
Annualized Volatility | | | % | | | % | ||
Forecast horizon (years) | | | | | | | ||
(1) | The fair value analysis of the Incremental Warrants was performed under the assumption of immediate conversion as of the valuation date. The stock price, classified as a Level 1 input under the fair value hierarchy, was utilized in the analysis. Potential ownership limitations or conversion blockers were not incorporated into the valuation, as the analysis assumed full conversion in a single transaction without restriction. |
At March 31, 2025, warrants held by an institutional investor were eliminated through exercising and a redemption and cancellation agreement for $
15
Table of Contents
La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
A summary of the Company’s liabilities measured at fair value on a recurring basis is as follows:
|
| As of March 31, 2026 |
| |||||||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Convertible Note 2026 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Token Rights |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
| As of December 31, 2025 |
| |||||||||||||
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
|
| Total |
| ||||
Convertible Note 2025 |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
The following table provides a summary of changes in fair value associated within the Level 2 and Level 3 for the three-month period ended March 31, 2026:
|
| 2026 |
|
|
|
| | |||||||||
|
| Convertible Note |
|
| Convertible Note |
|
| Token Rights |
|
| Total |
| ||||
|
| 2025 |
|
| 2026 |
|
|
|
| |
|
|
| | ||
Balance – January 1, |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
Conversion into common stock |
|
| ( | ) |
|
|
|
|
|
|
|
| ( | ) | ||
Issuance |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Change in fair value |
|
|
|
|
| ( | ) |
|
|
|
|
|
| |||
Balance – March 31, |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
The following table provides a summary of changes in fair value associated with the Level 3 liability for the three months ended March 31, 2025:
| | 2025 | | |
Balance – January 1, | | $ | | |
Issuance of derivative liability | | | | |
Cash paid to settle derivative liability | | | ( | ) |
Issuance of cashless shares for exercising warrants | | | ( | ) |
Extinguishment of derivative liability | | | ( | ) |
Change in fair market value - extinguished warrants | | | ( | ) |
Change in fair market value - new warrants | | | ( | ) |
Balance – March 31, | | $ | | |
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Table of Contents
La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Note 5 — Borrowings
Line of Credit
The Company has a line of credit with Regions Bank that allows for advances up to $
Convertible Note 2026
On January 8, 2026, the Company consummated the Initial Closing under the SPA 2, pursuant to which it issued to the Investors a Convertible Note 2026 in the principal amount of $
On July 31, 2026, the Company and the accredited investor entered into a certain waiver (the “Waiver”), waiving certain Events of Default (as defined in the Convertible Note 2026) with regard to the Company's failure to timely pay interest under the Convertible Note 2026, through July 31, 2026, and the Company's failure to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. Pursuant to the terms of the Waiver, the holder of the Convertible Note 2026 waived its rights and remedies arising solely from the specified Events of Default, including, but not limited to, the right to impose default penalties, charge default interest, and accelerate amounts due under the Convertible Note 2026. All other terms of the Convertible Note 2026 remained in full force and effect.
The Initial Note is convertible into shares of the Company’s common stock, par value $
The Company has agreed that, no later than thirty calendar days after the date of the Initial Closing, it will seek approval of the Company’s stockholders, either at a special meeting or by written consent, to adjust the Floor Price of the Initial Note and all other Notes pursuant to the terms of the Initial Note. On January 23, 2026 the noteholder requested that this initial approval be delayed. As of March 31, 2026 there was no change to this request.
The Initial Note ranks pari passu with all other Notes and the February Note (as defined in the Purchase Agreement) and senior to all other existing and future indebtedness of the Company and its subsidiaries (other than Permitted Indebtedness secured by Permitted Liens (both as defined in the Purchase Agreement and/or Notes)) and is secured by (i) a first-priority security interest in substantially all of the Company’s and its subsidiaries’ assets purchased or acquired with the proceeds of the Initial Closing pursuant to a Security and Pledge Agreement, Guaranty and an Account Control Agreement (each, as defined below) and (ii) second priority security interest in the remaining assets of the Company and its subsidiaries (subject to the first lien of the holder(s) of the February Note).
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.
Amendment to Purchase Agreement
On March 24, 2026, the Company and Investors entered into an Amendment (the “SPA Amendment”) to amend the SPA 2 and 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 $
In addition, the Company agreed to reimburse the Buyers and the Advisors for their costs and expenses, including legal fees, in an aggregate amount of up to $
Except as amended by the SPA Amendment, all other terms of the SPA 2 including the exhibits thereto, remain unchanged and are in full force and effect.
Token Rights
In connection with the SPA 2 entered into on November 12, 2025, the Company issued the TRA to the investors. Pursuant to the TRA, the holders are entitled, upon exercise and for no additional consideration, to receive certain digital assets acquired by the Company using specified financing proceeds. The holders are entitled to receive (i)
The TRA becomes exercisable beginning 60 days following issuance and remains exercisable through the tenth anniversary of the issuance date. The agreement provides for settlement through the delivery of specified quantities of digital assets rather than a fixed dollar amount.
Upon the initial closing of the Convertible Note 2026 on January 8, 2026, the Company recorded an initial TRA liability of approximately $
On March 24, 2026, the Company and Investors entered into Amendment No. 1 to the TRA (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 (
As of March 31, 2026, approximately
Except as amended by the Token Right Amendment, all other terms of the Token Right remain unchanged and are in full force and effect.
Convertible Note 2025
During the three months ended March 31, 2026, the holder converted the remaining aggregate principal balance of $
Prior to each conversion, the Company remeasured the Convertible Note 2025 to fair value in accordance with its fair value option election. As a result of the remeasurement, the Company recognized an increase in the fair value of the note liability of $
On February 4, 2025, the Company and an Investor entered into the SPA 1, pursuant to which the Company issued to the Investor on such date: (i) a Convertible Note 2025 in the original principal amount of $
The Initial Note accrues interest at a rate of
In connection with the closing of the Convertible Note 2025, the Company entered into a Registration Rights Agreement dated February 4, 2025, obligating the Company to file and maintain the effectiveness of one or more registration statements with the SEC covering the resale of the shares of common stock issuable upon conversion of the Notes and related instruments.
The Notes may be prepaid by the Company, in whole or in part, at its option with at least 30 calendar days’ notice to the holder, provided no Event of Default has occurred and is continuing. Voluntary prepayments are subject to a redemption premium equal to
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La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Certain mandatory redemptions, including those triggered by Events of Default, Bankruptcy Events, or Change of Control transactions, are contractually deemed voluntary prepayments and are also subject to the
Other redemptions, such as those triggered by subsequent placements or asset sales, are payable at 100% of the applicable amount and are not subject to a premium.
Cash Advance Agreements
On February 5, 2025, the Company paid off their Standard Merchant Cash Advance Agreement (the “Cash Advance”) with Cedar Advance, LLC. (“Cedar”) in the amount of $
Notes Payable-Senior Secured Promissory Notes
During the three months ended March 31, 2025, the Company repaid in full all outstanding senior secured promissory notes issued in 2024 to an accredited investor. On February 5, 2025, in connection with the execution of the SPA, the Company paid the remaining principal and accrued interest on the third and final outstanding note, thereby fully extinguishing the Company’s debt obligations to the investor under the 2024 note issuances.
In addition, the accredited investor elected to convert an aggregate principal and interest amount of $
On January 8, 2025, the Company and the accredited investor entered into that certain Waiver, waiving the Event of Default (as defined) under these senior secured promissory notes. The waiver included, among other provisions, waiving the rights to all default penalties, default interest, the acceleration of any amounts and waiving the restriction for the Company to enter into a variable rate transaction, of which the consummation could be considered an event of default, provided the proceeds from such financing are used to repay, in full, the notes described above.
On January 22, 2025, the Company and the Holder signed an amendment No. 1 to the Waiver. Pursuant to the Amendment, the Company shall pay 100% of any cash proceeds raised by the Company from the sale of securities pursuant to its Registration Statement on Form S-3 filed on or around November 22, 2024 to the Holder first towards the repayment of the Redemption Price until it is paid in full, and after that towards the repayment of the Notes. The Amendment also provides that, if the Redemption Agreement becomes null and void pursuant to the terms of the Redemption Agreement, then all Proceeds previously paid by the Company to the Holder pursuant to the Redemption Agreement shall instead be applied towards the repayment of the Notes.
The interest expense incurred for the senior secured promissory note was $
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La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Notes Payable-Promissory Note
On September 27, 2024, the Company entered into a promissory note payable whereby the Company borrowed $
Acquisition Settlement Agreement
In October 2024, the Company entered into an acquisition settlement agreement with the former owner of an acquired business. Under the terms of the agreement, the Company agreed to pay $
Acquisition Agreement
On February 11, 2026, the Company acquired a
The note is secured pursuant to a Pledge Agreement under which the Company pledged a
Economic Injury Disaster Loans
During 2024, the Company acquired franchises that had outstanding Economic Injury Disaster Loans (the “EIDL Loans”) in the aggregate of $
Future maturities of EIDL term debt as of March 31, 2026, were as follows:
|
| March 31, |
| |
Economic Injury Disaster Loans-Future Maturities |
| 2026 |
| |
2026 |
| $ |
| |
2027 |
|
|
| |
2028 |
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| |
2029 |
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| |
2030 |
|
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| |
2031 |
|
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| |
Thereafter |
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| |
Total |
| $ |
| |
Total Notes Payable as of March 31, 2026 and December 31, 2025 were as follows:
| | March 31, | | | December 31, | | ||
Notes Payable | | 2026 | | | 2025 | | ||
Convertible Note 2025 | | $ | | | $ | | ||
Convertible Note 2026 | | | | | | | ||
Token Rights Agreement | | | | | | | ||
EIDL | | | | | | | ||
Acquisition Settlement Agreement | | | | | | | ||
Acquisition Agreement | | | | | | | ||
Total notes payable | | $ | | | $ | | ||
| | | | | | | | |
Current portion: | | | | | | | | |
Less: Current portion-EIDL | | | ( | ) | | | ( | ) |
Acquisition Settlement Agreements | | | ( | ) | | | ( | ) |
Acquisition Agreement | | | ( | ) | | | | |
Token Rights Agreement | | | ( | ) | | | | |
Notes payable, net of current | | $ | | | $ | | ||
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La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Note 6 — Commitments and Contingencies
Leases
The Company has operating leases for office space in several states. Lease terms are negotiated on an individual basis. Generally, the leases have initial terms ranging from one to five years. Renewal options are typically not recognized as part of the right of use assets and lease liabilities as it is not reasonably certain at the lease commencement date that the Company will exercise these options to extend the leases. Leases with an initial term of twelve-months or less that do not include an option to purchase the underlying asset are not recorded on the consolidated balance sheets and are expensed on a straight-line basis over the lease term.
The Company leases its corporate office from an entity controlled by the Company’s CEO. In addition, some of the entities acquired lease their offices from their former owners, who now hold a minority interest in those entities.
During January 2025, the Company entered into a new lease for office space in Orlando, FL. The Orlando lease requires monthly payments of $
Lease costs expense for the three months ended March 31, 2026 and 2025 were $
Supplemental cash flow information related to leases is as follows:
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| Three Months Ended March 31, |
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| 2026 |
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| 2025 |
| ||
Cash paid for amounts included in the measurement of lease liabilities |
| $ |
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| $ |
| ||
Right-of-use assets obtained in exchange for lease liabilities |
| $ |
|
| $ |
| ||
Supplemental balance sheet information related to leases is as follows:
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| March 31, |
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| December 31, |
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| 2026 |
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| 2025 |
| ||
Assets: |
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Right-of-use assets |
| $ |
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| $ |
| ||
Liabilities: |
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|
Lease liability, current |
| $ |
|
| $ |
| ||
Lease liability, noncurrent |
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| ||
|
| $ |
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| $ |
| ||
The Company’s leases do not provide a readily determinable implicit discount rate. The Company estimates its incremental borrowing rate as the discount rate based on the information available at lease commencement. The weighted average discount rate is
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La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Future maturities on lease liabilities as of March 31, 2026, are as follows:
| | March 31, | | |
| | 2026 | | |
2026– remainder of year | | $ | | |
2027 | | | | |
2028 | | | | |
2029 | | | | |
2030 and thereafter | | | | |
Total minimum lease payments | | | | |
Less: imputed interest | | | ( | ) |
Present value of lease obligations | | | | |
Less: current portion | | | ( | ) |
Long-term portion of lease obligations | | $ | | |
There were no leases with residual value guarantees.
Legal Proceedings
From time to time the Company is involved in litigation, claims, and other proceedings arising in the ordinary course of business. Such litigation and other proceedings may include, but are not limited to, actions relating to employment law and misclassification, intellectual property, commercial or contractual claims, brokerage or real estate disputes, or other consumer protection statutes, ordinary-course brokerage disputes like the failure to disclose property defects, commission disputes, and vicarious liability based upon conduct of individuals or entities outside of the Company’s control, including agents and third-party contractor agents. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur.
On February 13, 2023, Mr. Mark Gracy, who served as our Chief Operating Officer from November 18, 2021 to November 15, 2022, filed a civil lawsuit in the Circuit Court of Osceola County, Florida, seeking a jury trial and claiming that the Company breached his employment agreement by reducing his salary and failing to pay him his full severance payments and is looking for payment of his alleged severance of $
On March 5, 2025, Joshua Epstein, our former employee and Chief Strategy Officer, filed a civil lawsuit in Osceola County, Florida Circuit Court alleging claims for breach of contract, promissory estoppel, conversion, unjust enrichment, breach of good faith and fair dealings, fraud in the inducement, and to recover alleged unpaid compensation in the amount of $
On June 5, 2025, an employee, who served as our Senior Human Resources and Payroll Specialist from July 10, 2024 to August 19, 2024, filed a civil lawsuit against the Company in the Circuit Court of Osceola County, Florida. The employee is seeking a jury trial claiming $
On January 13, 2026, Martin Scott CFO Consulting Services, Inc. filed a civil lawsuit against the Company and La Rosa Realty, LLC, in the Circuit Court of Palm Beach County for breach of contract, open account, account stated, and unjust enrichment. The plaintiff stated that he had a contract with the defendants and is owed unpaid fees of approximately $
On January 30, 2026, the Company and La Rosa Realty Orlando LLC filed a civil lawsuit against Reinaldo Zapata and Viviana Figueroa in the Circuit Court of Orange County. The case involved an action for dissolution of La Rosa Realty Orlando LLC, action for conversion against Reinaldo Zapata, and an action for damage for breach of employment agreement against Reinaldo Zapata. The case was settled on April 4, 2026 as previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2026.
On February 1, 2026, Stacy-Ann Blair and Delroxry Blair filed a civil lawsuit against La Rosa Realty CW Properties, et. al. in the Circuit Court of Orange County, Florida, stating that La Rosa CW Properties failed to disclose a family relationship with one or more of its sellers, creating a material conflict of interest. The plaintiffs claim breach of contract, unjust enrichment, fraudulent and negligent misrepresentation, and civil theft and seeking damages of approximately $
The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on our results of operations for that period or future periods. Other than as described above, we are not presently a party to any material pending or threatened legal proceedings.
The Company believes that the above claims are without merit, and it will vigorously defend against such claims. Moreover, these claims, in the aggregate, would not have a material adverse effect on the Company’s financial condition, business, or results of operations, should the Company’s defense not be successful in whole or in part. Except as stated herein, there is no other action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of our executive officers, threatened against or affecting our Company or our officers or directors in their capacities as such.
Note 7 — Digital Assets
As of March 31, 2026, the Company held digital assets consisting primarily of USDC and FRAX in a custodial wallet maintained pursuant to the Company's financing agreements. Accordingly, the assets are accounted for as indefinite-lived intangible assets under ASC 350-30. The digital assets are initially recorded at cost, including directly attributable transaction costs, and subsequently measured at historical cost less any impairment losses. These assets are not amortized and are evaluated for impairment at least annually or more frequently if events or changes in circumstances indicate that the assets may be impaired. Any impairment loss is recognized in operating results, and subsequent increases in value are not recognized until realized.
The digital assets are classified as current since the Company expects to utilize the funds in the near term.
The following table provides a summary of changes in fair value associated with digital assets for the three-month period ended March 31, 2026:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | FRX USD | | | USDC | | | Total | | |||||||||||||||||||||||||||
| | # of units | | | $/unit | | | $ Value | | | # of units | | | $/unit | | | $ Value | | | # of units | | | $/unit | | | $ Value | | |||||||||
Opening balance | | | | | $ | | | $ | | | | | | $ | | | $ | | | | | | $ | | | $ | | |||||||||
Additions | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||
Disposals | | | | | | | | | | | | ( | ) | | | | | | ( | ) | | | ( | ) | | | | | | ( | ) | |||||
Fair value adj | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
Closing balance | | | | | $ | | | $ | | | | | | $ | | | $ | | | | | | $ | | | $ | | |||||||||
At March 31, 2026, digital asset units held and fair market value are as follows:
| | | | | | | | | | | | |
Asset | | Units Held | | | $/unit | | | Fair Market Value ($) | | |||
FRX USD | | | | | $ | | | $ | | |||
USDC | | | | | $ | | | $ | | |||
Total | | | | | $ | | | $ | | |||
Note 8 — Equity Warrants
Warrants are issued to consultants as compensation or as part of certain capital raises which entitle the holder to purchase shares of the Company’s common stock at a fixed price.
During the quarter ended March 31, 2025, the Company settled all vested and outstanding warrants previously held by the accredited investor holding the three senior secured notes payable from 2024. Two of the three warrants were exercised on a cashless basis for a total of
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Table of Contents
La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Warrants issued to two investors who loaned money to the Company, Emmis Capital II, LLC and the Company’s CEO, Joseph La Rosa, on November 14, 2022 and December 2, 2022, respectively, included full ratchet antidilutive protections. The original warrants each covered
At March 31, 2026, warrants outstanding that have vested and are expected to vest are as follows:
|
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|
|
|
|
| Weighted |
|
|
|
|
| |
|
|
|
|
|
|
|
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| Average |
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| |
|
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| Weighted |
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| Remaining |
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| ||
|
| Number |
|
| Average |
|
| Contractual |
|
| Aggregate |
| ||||
|
| of |
|
| Exercise |
|
| Life |
|
| Intrinsic |
| ||||
|
| Shares |
|
| Price |
|
| (in years) |
|
| Value |
| ||||
Vested |
|
|
|
| $ |
|
|
|
|
|
| — |
| |||
Expected to vest |
|
|
|
|
|
|
|
| — |
|
|
| — |
| ||
Total |
|
|
|
| $ |
|
|
|
|
|
| — |
| |||
Additional information with respect to warrant activity:
| | | | | | Weighted | | |
| | Number | | | Average | | ||
| | of | | | Exercise | | ||
| | Shares | | | Price | | ||
Balance — December 31, 2025 | | | | | $ | | ||
Granted/ Increase to existing warrants | | | | | | | ||
Exercised | | | | | | | ||
Expired or forfeited | | | | | | | ||
Balance — March 31, 2026 | | | | | | | ||
As of March 31, 2026 and December 31, 2025, there was
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Table of Contents
La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Note 9 — Stockholders’ Equity
Series B Preferred Stock
As of March 31, 2026, the Company had
Convertible preferred stock consisted of the following as of March 31, 2026:
Shares | | | Shares | | | Carrying | | | Original | | | Conversion | | | Common | | |||||
Authorized | | | Issued and | | | Value | | | Issue Price | | | Price | | | Shares | | |||||
| | | Outstanding | | | | | | | | | | | | | | | Upon | | ||
| | | | | | | | | | | | | | | | | | | Conversion | | |
| | | | | $ | | | $ | | | $ | | | | | ||||||
The holders of the Series B Preferred Stock have the following rights and preferences:
Voting Rights
Holders of the Series B Preferred Stock have no voting rights, except as provided in the Certificate of Designation or as otherwise required under applicable Nevada law.
Conversion Rights
Subject to the beneficial ownership limitations set forth in the Certificate of Designation, holders of the Series B Preferred Stock may convert the outstanding Conversion Amount into shares of the Company's common stock at the applicable Conversion Price. The Conversion Price is, at the option of the holder as adjusted: $
No holder may convert shares to the extent that, after giving effect to the conversion, the holder and its affiliates would beneficially own more than
Down-Round Adjustment and Deemed Dividend
The Certificate of Designation contains anti-dilution provisions that require adjustment of the Series B Preferred Stock conversion price upon certain issuances of securities at prices below the then-effective conversion price. On March 4, 2026, the Company issued Series C Preferred Stock with a conversion price below the then-effective conversion price of the Series B Preferred Stock. Accordingly, pursuant to Section 8(a)(ii) of the Certificate of Designation, the conversion price of the Series B Preferred Stock was adjusted to $
The Company determined that the reduction in the conversion price provided additional value to the holders of the Series B Preferred Stock and therefore represented a deemed dividend. For the three months ended March 31, 2026, the Company recognized a deemed dividend of approximately $
Because the Company had an accumulated deficit as of March 31, 2026, the deemed dividend was recorded within additional paid-in capital ("APIC"), resulting in no net impact on total stockholders' deficit. The deemed dividend is reflected as an adjustment to net loss available to common stockholders in the computation of basic and diluted net loss per share.
Alternate Conversion Floor Amount
Under the terms of the Certificate of Designation, certain Alternate Conversions may trigger a Conversion Floor Price Condition, requiring the Company either to increase the stated value of the remaining outstanding Series B Preferred Stock by the applicable Alternate Conversion Floor Amount or to pay such amount to the holder in cash. The Company accounts for any Alternate Conversion Floor Amount as a dividend to the holder of the Series B Preferred Stock, whether settled through an increase in the stated value of the preferred stock or through a cash payment.
On February 18, 2026, the holder elected to convert approximately $
The Company elected to satisfy this obligation by increasing the stated value of the remaining outstanding Series B Preferred Stock. Because the Series B Preferred Stock is classified within permanent equity, the increase in stated value was recorded within APIC. The corresponding deemed dividend of $
For the three months ended March 31, 2026, the Company recognized deemed dividends of approximately $
Redemption
The Company may redeem all, but not less than all, of the outstanding Series B Preferred Stock at a redemption price equal to the greater of: The Conversion Amount being redeemed; or The value obtained by multiplying: the applicable Conversion Rate; by the highest Closing Sale Price of the Company's common stock during the period specified in the Certificate of Designation.
Dividends
The Series B Preferred Stock does not accrue or pay cash dividends. However, certain adjustments and Alternate Conversion provisions under the Certificate of Designation may result in deemed dividends that are recognized in accordance with applicable accounting guidance.
Liquidation Preference
Upon a liquidation event, holders of the Series B Preferred Stock are entitled to receive, prior to any distribution to holders of common stock and pari passu with any parity securities, an amount equal to the greater of:
Series C Preferred Stock
On March 4, 2026, the Company and an institutional investor (the "Investor") entered into a Securities Purchase Agreement (the "SPA") pursuant to which the Company issued
Pursuant to the terms of the Certificate of Designation, conversion of the Series C Preferred Stock into shares of the Company's common stock in excess of the limitations imposed by the rules and regulations of the Nasdaq Capital Market is conditional upon obtaining shareholder approval. Until such approval is obtained, conversion of the Series C Preferred Stock remains subject to the exchange cap provisions set forth in the Certificate of Designation.
In connection with the issuance of the Series C Preferred Stock, the Company incurred direct and incremental issuance costs of $
Convertible preferred stock consisted of the following as of March 31, 2026:
Shares | | | Shares | | | Carrying | | | Original | | | Conversion | | | Common | | |||||
Authorized | | | Issued and | | | Value | | | Issue Price | | | Price | | | Shares | | |||||
| | | Outstanding | | | | | | | | | | | | | | | Upon | | ||
| | | | | | | | | | | | | | | | | | | Conversion | | |
| | | | | $ | | | $ | | | $ | | | | | ||||||
Convertible Series C Preferred Stock is classified as permanent equity as a result of there being no redemption features solely within the control of the Company, accordingly this is recorded on the accompanying condensed consolidated balance sheet at its issuance date fair value.
The holders of the Series C Preferred Stock have the following rights and preferences:
Voting
Holders of shares of Series C Preferred Stock generally have no voting rights except as required by Nevada law and with respect to certain protective provisions contained in the Certificate of Designation. The consent of a majority of the outstanding Series C Preferred Stock is required before the Company may, among other things, amend its organizational documents in a manner that adversely affects the Series C Preferred Stock, increase or decrease the authorized number of Series C Preferred Stock, create or authorize any senior or pari passu securities, redeem junior securities, pay dividends on junior securities, issue additional Series C Preferred Stock or otherwise circumvent rights granted to holders of the Series C Preferred Stock.
Conversion Rights
Subject to the Maximum Percentage, holders of outstanding shares of Series C Preferred Stock are entitled to convert any portion of the outstanding and unpaid Conversion Amount thereof into shares of common stock at the Conversion Rate. For such purpose: (i) "Conversion Amount" means the stated value thereof (or $
In the event a holder elects to convert the Series C Preferred Stock at the Alternate Conversion Price, the Conversion Amount shall be multiplied by (i)
A holder of Series C Preferred Stock does not have the right to convert any portion of its shares to the extent that, following such conversion, the holder together with its affiliates would beneficially own in excess of
Subject to certain exceptions outlined in the Certificate of Designation, including equity issuances under the Company's equity incentive plans and certain strategic acquisitions, if the Company issues common stock or securities convertible into, exercisable for, or exchangeable into common stock at an effective price per share below the then applicable Conversion Price, the Conversion Price of the Series C Preferred Stock shall be reduced to the effective price per share of such issuance.
Redemption
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 applicable to the Conversion Amount being redeemed multiplied by (2) the greatest Closing Sale Price of the Company's common stock on any trading day during the period beginning on the trading day immediately preceding the Company's redemption notice and ending on the trading day immediately prior to the date of redemption payment.
Upon the occurrence of certain bankruptcy-related triggering events specified in the Certificate of Designation, the Company is required to redeem the outstanding Series C Preferred Stock for cash at the redemption price specified in the Certificate of Designation.
Dividends
The Series C Preferred Stock bears no dividends.
Liquidation
In the event of any liquidation, dissolution or winding up of the Company, the Series C Preferred Stock ranks junior to any Senior Preferred Stock, pari passu with any Parity Stock and senior to the Company's common stock and other Junior Stock with respect to the distribution of assets. Holders of the Series C Preferred Stock are entitled to receive distributions in accordance with the priorities established in the Certificate of Designation before any distribution is made to holders of Junior Stock.
Series X Preferred Stock Redemption
On January 8, 2026, pursuant to the Redemption Agreement entered into on November 12, 2025, the Company redeemed
The Redemption Agreement also provides for an additional contingent payment of up to $
Common Stock Issuances
For the three months ended March 31, 2026
On February 17, 2026, the Company entered into a marketing agreement pursuant to which the Company agreed to issue
For the three months ended March 31, 2025
On January 17, 2025, the Company issued
On February 5, 2025, the Company issued the CEO an aggregate of
On February 20, 2025, the Company issued shares pursuant a consulting agreement entered into on January 1, 2025 in which the Company agreed to issue
23
Table of Contents
La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
On February 20 and 24, 2025, the Company entered into marketing agreements pursuant to which the Company agreed to issue
On March 10, 2025, the Company issued
On March 10, 2025, the Company entered into a marketing agreement pursuant to which the Company agreed to issue
For the three months ended March 31, 2025, the holder of our Senior Secured promissory notes converted
For the three months ended March 31, 2025, the Company utilized their ATM and sold a total of
For the three months ended March 31, 2025, the Company issued
Stock Option Awards
For the three-month periods ended March 31, 2026 and 2025, the Company recorded stock-based compensation for employees and directors awards of $
At March 31, 2026, options outstanding that have vested and are expected to vest are as follows:
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| |
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|
| |
| Average |
|
|
|
| | |
|
|
|
| |
| Weighted |
|
| Remaining |
|
|
|
| | ||
|
| Number |
|
| Average |
|
| Contractual |
|
| Aggregate |
| ||||
|
| of |
|
| Exercise |
|
| Life |
|
| Intrinsic |
| ||||
|
| Shares |
|
| Price |
|
| (in years) |
|
| Value |
| ||||
Vested |
|
|
|
| $ |
|
|
|
|
| $ | — |
| |||
Expected to vest |
|
|
|
|
|
|
|
|
|
|
| — |
| |||
Total |
|
|
|
| $ |
|
|
|
|
| $ | — |
| |||
24
Table of Contents
La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
Additional information with respect to stock option activity:
|
|
|
|
|
| Weighted |
| |
|
| Number |
|
| Average |
| ||
|
| of |
|
| Exercise |
| ||
|
| Shares |
|
| Price |
| ||
Balance — December 31, 2025 |
|
|
|
| $ |
| ||
Granted |
|
|
|
|
|
| ||
Expired or forfeited |
|
|
|
|
|
| ||
Balance — March 31, 2026 |
|
|
|
| $ |
| ||
The weighted average fair value of stock options granted in the quarter ended March 31, 2025 and the assumptions used in the Black-Scholes model are set forth in the table below.
|
| March 31, |
| |
|
| 2025 |
| |
Weighted average fair value |
| $ |
| |
Dividend yield |
|
|
| |
Expected volatility factor |
|
| % | |
Risk-free interest rate |
|
| % | |
Expected life (in years) |
|
|
| |
As of March 31, 2026, unrecognized compensation expense related to stock option awards totaled $
Restricted Stock Units
|
|
|
| |
| Weighted |
| |
|
| Number |
|
| Average |
| ||
|
| of |
|
| Exercise |
| ||
|
| Shares |
|
| Price |
| ||
Balance — December 31, 2025 |
|
|
|
| $ |
| ||
Granted |
|
|
|
|
|
| ||
Vested or forfeited |
|
|
|
|
|
| ||
Balance — March 31, 2026 |
|
|
|
|
|
| ||
25
Table of Contents
La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
On February 1, 2025, a Restricted Stock Unit (“RSU”) (prior to subsequent reverse splits) covering
For the three-month periods ending March 31, 2026 and 2025, the Company recorded $
Acquisition of Noncontrolling Interest
On February 11, 2026, the Company acquired the remaining
Note 10 — Earnings Per Share
Basic loss per share of common stock attributable to common stockholders is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share of common stock attributable to common stockholders is computed by giving effect to all potential shares of common stock, including those related to the Company’s outstanding warrants, options and RSUs, to the extent dilutive. For all periods presented, these potential shares were excluded from the calculation of diluted loss per share because their inclusion would be anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented.
The following table sets forth common stock equivalents that have been excluded from the computation of dilutive weighted average shares outstanding as their inclusion would have been antidilutive:
|
| As of |
| |||||
|
| March 31, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Warrants |
|
|
|
|
|
| ||
Options |
|
|
|
|
|
| ||
Restricted stock units |
|
|
|
|
|
| ||
Preferred stock series B |
|
|
|
|
|
| ||
Preferred stock series C |
|
|
|
|
|
| ||
Total |
|
|
|
|
|
| ||
Note 11 — Segments
The Company’s business is organized into six material reportable segments which aggregate 100% of revenue:
| 1) | Real Estate Brokerage Services (Residential) |
| 2) | Franchising Services |
| 3) | Coaching Services |
| 4) | Property Management |
| 5) | Real Estate Brokerage Services (Commercial) |
| 6) | Title Settlement and Insurance |
26
Table of Contents
La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
The reporting segments follow the same accounting policies used in the preparation of the Company’s condensed consolidated financial statements. The following represents the information for the Company’s reportable segments for the three months ended March 31, 2026 and 2025, respectively.
|
| Three Months Ended March 31, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Revenue by segment |
|
|
|
|
|
|
|
|
Real Estate Brokerage Services (Residential) |
| $ |
|
| $ |
| ||
Franchising Services |
|
|
|
|
|
| ||
Coaching Services |
|
|
|
|
|
| ||
Property Management |
|
|
|
|
|
| ||
Real Estate Brokerage Services (Commercial) |
|
|
|
|
|
| ||
Title Settlement and Insurance |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Cost of goods sold by segment |
|
|
|
|
|
|
|
|
Real Estate Brokerage Services (Residential) |
| $ |
|
| $ |
| ||
Franchising Services |
|
|
|
|
|
| ||
Coaching Services |
|
|
|
|
|
| ||
Property Management |
|
|
|
|
|
| ||
Real Estate Brokerage Services (Commercial) |
|
|
|
|
|
| ||
Title Settlement and Insurance |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
Gross profit (loss) by segment |
|
|
|
|
|
|
|
|
Real Estate Brokerage Services (Residential) |
| $ |
|
| $ |
| ||
Franchising Services |
|
|
|
|
| ( | ) | |
Coaching Services |
|
|
|
|
|
| ||
Property Management |
|
|
|
|
|
| ||
Real Estate Brokerage Services (Commercial) |
|
|
|
|
|
| ||
Title Settlement and Insurance |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
G&A by segment |
|
|
|
|
|
|
|
|
Real Estate Brokerage Services (Residential) |
| $ |
|
| $ |
| ||
Franchising Services |
|
|
|
|
|
| ||
Coaching Services |
|
|
|
|
|
| ||
Property Management |
|
|
|
|
|
| ||
Real Estate Brokerage Services (Commercial) |
|
|
|
|
|
| ||
Title Settlement and Insurance |
|
|
|
|
|
| ||
|
| $ |
|
| $ |
| ||
In addition to the expenses from these segments, corporate expenses were $
27
Table of Contents
La Rosa Holdings Corp. and Subsidiaries
Notes to the Unaudited Condensed Consolidated Financial Statements
The following table disaggregates the Company’s revenue based on the type of sale or service and the timing of satisfaction of performance obligations for the three months ended March 31, 2026 and 2025, respectively.
|
| Three Months Ended March 31, |
| |||||
|
| 2026 |
|
| 2025 |
| ||
Performance obligations satisfied at a point in time |
| $ |
|
| $ |
| ||
Performance obligations satisfied over time |
|
|
|
|
|
| ||
Revenue |
| $ |
|
| $ |
| ||
Note 12 — Subsequent Events
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
April 2026 Reverse Stock Split
Following the Stockholders Approval described below, the Company effected a 1-for-
Nasdaq Notices 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 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.
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.”
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.
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
Nasdaq Notice Regarding Stockholders’ Equity
On June 10, 2026, the Company received a letter from the Staff indicating that, because the Company’s stockholders’ equity as reported in its Form 10-K for the fiscal year ended December 31, 2025, was $(
Series E Preferred Stock Financing
On July 10, 2026, the Company and the Investor entered into a securities purchase agreement pursuant to which the Company issued the Investor
28
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis are intended to help investors understand our business, financial condition, results of operations, liquidity, and capital resources. You should read this discussion together with our consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. As discussed in the section titled “Cautionary Statement Regarding Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which include information relating to future events, future financial performance, financial projections, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions, as well as statements in the future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events and are subject to significant risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:
|
● |
our expectations regarding consumer trends in residential real estate transactions; |
|
● |
our expectations regarding overall economic and demographic trends, including the continued growth of the U.S. residential real estate market; |
|
● |
our ability to grow our business organically in the various local markets that we serve; |
|
● |
our ability to attract and retain additional qualified agents and other personnel; |
|
● |
our ability to expand our franchises in both new and existing markets; |
|
● |
our ability to increase the number of closed transactions sides and sides per agent; |
|
● |
our ability to cross-sell our services among our subsidiaries; |
|
● |
our ability to maintain compliance with the law and regulations of federal, state, foreign, county and local governmental authorities, or private associations and governing boards; |
|
● |
our ability to expand, maintain and improve the information technologies and systems that we rely upon to operate; |
|
● |
our ability to prevent security breaches, cybersecurity incidents and interruptions, delays and failures of our technology infrastructure; |
29
Table of Contents
|
● |
our ability to retain our founder and current executive officers and other key employees; |
|
● |
our ability to identify quality potential acquisition candidates in order to accelerate our growth; |
|
● |
our ability to manage our future growth and dependence on our agents; |
|
● |
our ability to maintain the strength of our brands; |
|
● |
our ability to maintain and increase our financial performance; |
|
● |
the market price for our common stock may be particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, and minimal profits, which could lead to wide fluctuations in our share price; |
|
● |
there have recently been instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings, particularly among companies, like ours, that have had relatively smaller public floats; |
|
● |
sales of our common stock by us or our stockholders, which may result in increased volatility in our stock price; and |
|
● |
other factors, including the risks contained in the section entitled “Risk Factors” of our annual report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC” or “Commission”) on June 4, 2026, relating to our industry, our operations, and results of operations. |
The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in our forward-looking statements.
Moreover, new risks regularly emerge, and it is not possible for our management to predict or articulate all risks we face, nor can we assess the impact of all risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ from those contained in any forward-looking statements. All forward-looking statements included in this Quarterly Report on Form 10-Q are based on information available to us on the date of this Quarterly Report on Form 10-Q. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this Quarterly Report on Form 10-Q.
30
Table of Contents
Business Overview
We are the holding company for six agent-centric, technology-integrated, cloud-based, multi-service real estate segments.
Our business was founded by Mr. Joseph La Rosa, a successful real estate developer, business and life coach, author, podcaster, and public speaker. Mr. La Rosa’s self-help book “Do It Now” is a roadmap to personal success and well-being based on his transformative theories of family, passion and growth. His philosophy, seminars and educational forums have attracted numerous successful realtors that have spurred the growth of our business.
In addition to providing person-to-person residential and commercial real estate brokerage services to the public, we cross-sell ancillary technology-based products and services primarily to our sales agents and the sales agents associated with our franchisees. Our business is organized based on the services we provide internally to our agents and to the public, which are residential and commercial real estate brokerage, franchising, real estate brokerage education and coaching, property management, and title services. Our real estate brokerage business operates primarily under the trade name La Rosa Realty. We operate 24 corporate-owned brokerage offices across Florida, California, Texas, Georgia and Puerto Rico and have begun our expansion into Europe, beginning with Spain. The Company also has five franchised offices and branches and three affiliated brokerage locations in the United States and Puerto Rico that pay us fees. We also have LR Realty Spain, which is a full-service brokerage office located primarily in Malaga, Spain. Additionally, the Company operates a full-service escrow settlement and title company in Florida.
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.
Our franchised offices are currently:
Name |
|
Location |
La Rosa Realty Internacional, LLC |
|
Celebration, Florida |
La Rosa Realty Central Florida, LLC |
|
Davenport, Florida |
La Rosa Realty Jacksonville, LLC |
|
Jacksonville, Florida |
La Rosa Realty Kendall, LLC |
|
Miami, Florida |
The Realty Experience Powered By LRR LLC |
|
St. Cloud, Florida |
We have built our business by providing the home-buying public with well-trained, knowledgeable realtors who have access to our proprietary and third-party in-house technology tools and quality education and training, and valuable marketing that attracts some of the best local realtors who provide value-added services to our home buyers and sellers that are attracted to our brands. We give our real estate brokers and sales agents who are seeking financial independence a turnkey solution and support them in growing their brokerages while they fund their own businesses.
Our agent-centric commission model enables our sales agents to obtain higher net commissions than they would otherwise receive from many of our competitors in our local markets. They can then use these additional commissions to reinvest in their businesses or as take-home profit. We believe that this is a strong incentive for them to compete against the discount, flat fee and internet brokerages that have sprung up in the past several years. Instead of us taking a greater share of their income, our agents pay what we believe to be reduced rates for training and mentorship and our proprietary technology. Our franchise model has a similar pricing methodology, permitting the franchise owner the freedom to operate their business with minimal control and lower expense than other franchise offerings.
31
Table of Contents
Moreover, we believe that our proprietary technology, training, and the support that we provide to our agents at a minimal cost to them is one of the best offered in the industry.
Our business stands on three pillars: Family, Passion, and Growth. We believe that our support and philosophy have attracted and will continue to attract and retain the highest producing realtors in our local markets. We believe that our focus on the interaction between our human agents and their clients is a strong weapon against internet-only commodity websites and the low touch discount brokerages. Our agent count continues to grow organically and through acquisition, we attribute our organic growth to the positive culture created in our Company and the competitive plans that we offer our agents. By creating a custom solution and a unique experience, we believe that our agents are able to guide their clients seamlessly through what may be their most expensive lifetime purchase.
Since completing our initial public offering in October 2023, we have expanded our corporate brokerage operations through a combination of acquisitions, strategic investments, and geographic expansion. These initiatives have increased our operational footprint, expanded our agent network, and enhanced our ability to provide complementary real estate-related services throughout the markets we serve.
As of the first quarter of 2026, our business includes residential and commercial real estate brokerage services, franchising, title settlement and insurance services, property management, real estate education and coaching, and technology-driven support services. We continue to focus on developing additional revenue streams that complement our core brokerage business while increasing value for our agents and clients.
During 2025, we expanded our service offerings through the launch of LR Agent Advance LLC, a wholly owned subsidiary that provides commission advancement services exclusively to La Rosa agents. We believe this program improves agent financial flexibility, supports agent retention, and creates an additional revenue opportunity for the Company.
Management remains focused on integrating acquired operations, enhancing operating efficiencies, increasing agent productivity, and expanding our market presence. We continue to evaluate opportunities to grow through organic recruiting initiatives, strategic acquisitions, and the development of complementary service offerings that strengthen our overall ecosystem. While we regularly review potential acquisition opportunities, there can be no assurance that discussions with prospective acquisition targets will result in completed transactions or that any future transactions will be completed on favorable terms.
Recent Developments
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.
Convertible Note Facility, Redemption Agreement, and Series X Amendment to the Articles of Incorporation
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).
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.
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.
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.
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.
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.
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.
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).
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.
Investments in Digital Assets
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.
January 2026 Reverse Stock Split
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.
Disposition of LR Kissimmee
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.
Acquisition of Remaining Interest in Lakeland
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.
Amendments to Officers Employment Agreements
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”).
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, 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.
Land Purchase Agreement
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.
Series C Preferred Stock Financing
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.
Potential Acquisition of Consensus Core Technologies, Inc
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.
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.
Nasdaq Notices 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 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.
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.”
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.
April 2026 Reverse Stock Split
Following the Stockholders Approval described above, 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 April 20, 2026 (“April 2026 Reverse Stock Split”). As a result of the April 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. Unless noted otherwise, all share and the price per share information for all periods presented in this report have been retroactively adjusted for April 2026 Reverse Stock Split.
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. The rights, preferences and limitations of the Series D Preferred Stock are set forth in the Certificate of Designation, including conversion rights into shares of the Company’s common stock, subject to certain limitations and adjustment provisions. Pursuant to the agreement, the remaining 250 shares of Series D Preferred Stock were 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. On June 4, 2026, the Company filed its Annual Report on Form 10-K with the SEC. On June 10, 2026, in accordance with the terms of the securities purchase agreement, the Company issued the Investor remaining 250 Series D Preferred Stock for aggregate gross proceeds of $250,000.
Nasdaq Notice Regarding Stockholders’ Equity
On June 10, 2026, the Company received a letter from the Staff indicating that, because the Company’s stockholders’ equity as reported in its Form 10-K for the fiscal year ended December 31, 2025, was $(1,848,252), the Company is no longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing. The letter from Nasdaq has no immediate effect on the listing of the Company’s common stock and its common stock continues to be listed on The Nasdaq Capital Market under the symbol “LRHC”. On July 27, 2026, the Company submitted to Nasdaq a plan of compliance addressing how the Company intends to regain compliance with Nasdaq’s listing rules with respect to the Nasdaq Listing Rule 5550(b)(1). If the plan is accepted, the Company can be granted up to 180 calendar days from the date of the letter (or until December 7, 2026) to evidence compliance.
Series E Preferred Stock Financing
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.
Description of Our Revenues
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.
The majority of our revenue is derived from a stable set of fees paid by our brokers, franchisees, and consumers. We have multiple revenue streams, with the majority of our revenue derived from commissions paid by consumers who transact business with our and our franchisees’ agents, royalties paid by our franchisees, dues and technology fees paid by our sales agents, our franchisees, and our franchisees’ agents. Our major revenue streams come from such sources as: (i) residential real estate brokerage revenue, (ii) revenue from our property management services, (iii) franchise royalty fees, (iv) fees from the sale or renewal of franchises and other franchise revenue, (v) coaching, training and assistance fees, (vi) brokerage revenue generated transactionally on commercial real estate, (vii) fees generated from title services revenue and insurance and (viii) fees from our events and forums.
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The majority of our revenue is derived from fees and dues based on the number of agents working under the La Rosa Realty brand. Due to the low fixed cost structure of both our Company and franchise models, the addition of new sales agents generally requires little incremental investment in capital or infrastructure. Accordingly, the number of commission producing sales agents in our Company and our franchisees is the most important factor affecting our results of operations and the addition of new agents can favorably impact our revenue and our earnings before interest, taxes, depreciation and amortization (“EBITDA”). Historically, the number of agents in the residential real estate industry has been highly correlated with overall home sale transaction activity. We believe that the number of agents and those that produce commissions in our network is the primary statistic that drives our revenue. Another major factor is the cyclicality of the real estate industry that has peaks and valleys depending on macroeconomic conditions that we cannot control. And finally, our revenues fluctuate based on the changes in the aggregate fee revenue per sales agent as a significant portion of our revenue is tied to various fees that are ultimately tied to the number of agents, including annual dues, continuing franchise fees, and certain transaction or service-based fees. Our revenue per agent also increases in other ways including when transaction sides and transaction sizes increase since a portion of our revenue comes from fees tied to the number and size of real estate transactions closed by our agents. While the Company was not named as a defendant in any of the recent class action lawsuits alleging antitrust violations, it is possible that it could be a litigant at some point in the future. Several of these lawsuits have been settled(see our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on June 4, 2026) “Risk Factors – Adverse outcomes in litigation and regulatory actions against the NAR, other real estate brokerage companies and agents in our industry could adversely impact our financial results). These settlements will result in changes in the way real estate brokers are compensated for their services. Most notably, home sellers will no longer be required to pay buyer agent commissions which will result in lower buyer agent compensation. We cannot predict the full breadth of the outcome of these lawsuits but believe that they will result in a significant adverse effect on our financial condition and results of operations for the foreseeable future.
Key factors affecting our performance
As a result of a number of factors, our historical results of operations may not be comparable to our results of operations in future periods, and our results of operations may not be directly comparable from period to period. Set forth below is a brief discussion of the key factors impacting our results of operations.
Seasonality
Our business is affected by the seasons and weather. The spring and summer seasons, when school is out, have typically resulted in higher sales volumes compared to fall and winter seasons. With the slowdown in the later months, we have experienced slower listing activity, fewer transaction closings and lower revenues and have seen more agent turnover as well. Bad weather or natural disasters also negatively impact listings and sales which reduces our operating income, net income, operating margins and cash flow. While this pattern is fairly predictable, there can be no assurance that it will continue. Moreover, with the impact of climate change, we expect more business disruptions in the coming years, many of which could be unpredictable and extreme.
Our revenues and operating margins will fluctuate in successive quarters due to a wide variety of factors, including seasonality, weather, health exigencies, holidays, national or international emergencies, the school year calendar’s impact on timing of family relocations, and changes in mortgage interest rates. This fluctuation may make it difficult to compare or analyze our financial performance effectively across successive quarters.
Inflation and Market Interest Rates
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.
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Recent Legal Challenges to Sales Agents’ Commission Structure
Recent developments in the real estate industry have seen increased scrutiny and legal challenges related to the structure of real estate agent commissions. Legal actions and regulatory inquiries have been initiated to examine the fairness, transparency, and potential anticompetitive practices associated with the traditional commission model. Courts and regulatory bodies may be increasingly focused on ensuring transparency in commission structures, potentially leading to reforms that impact the earnings and business models of real estate professionals. Changes in legislation or legal precedents could impact the standard practices of commission-sharing between listing agents and buyer’s agents and may adversely affect our business model and revenues. On October 31, 2023, a federal jury in Missouri found that NAR and certain companies conspired to artificially inflate brokerage commissions, which violates federal antitrust law. The judgment was appealed on October 31, 2023, while these and other plaintiffs have filed similar lawsuits against a number of other large real estate brokerage companies. We have not, as of the date hereof, been named as a defendant in any antitrust litigation. On or about March 15, 2024, NAR agreed to settle these lawsuits, by agreeing to pay $418 million over approximately four years, and changing certain of its rules surrounding agent commissions. This settlement resolves claims against NAR and nearly every NAR member; all state, territorial and local REALTOR® associations; all association-owned MLSs; and all brokerages with an NAR member as principal whose residential transaction volume in 2022 was $2 billion or below and is subject to court approval. Due to this litigation, there will be rule changes for the NAR. In the settlement, effective mid-July 2024, NAR has agreed to put in place a new rule prohibiting offers of compensation on the MLS, as well as adopt new rules requiring written agreements between buyers and buyers’ agents. However, the direct and indirect effects, if any, of the judgment upon the real estate industry are not yet entirely clear.
There could also be further changes in real estate industry practices. All of this has prompted discussion of changes to rules established by local or state real estate boards or multiple listing services. All of this may require changes to many brokers’ business models, including changes in agent and broker compensation. For example, we will likely have to develop mechanisms and a plan that enable buyers and sellers to negotiate commissions. The Company will continue to monitor ongoing and similar antitrust litigation against our competitors. However, the litigation and its ramifications could cause unforeseen turmoil in our industry, the impacts of which could have a negative effect on us as an industry participant.
Cybersecurity
Our business faces cybersecurity risks that could have a material adverse effect on our business operations, financial condition, and reputation. Key factors contributing to cybersecurity risks include, but are not limited to:
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Constantly Evolving Threat Landscape: The landscape of cybersecurity threats is constantly evolving, with new attack vectors, malware, and vulnerabilities emerging regularly. We may not be able to anticipate or mitigate all potential threats effectively. |
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Data Vulnerability: We collect, store, and process sensitive customer and corporate data, making us a target for cybercriminals seeking to steal or exploit this information. A data breach could lead to financial and legal liabilities, including regulatory fines and customer trust erosion. |
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Third-Party Risks: Our reliance on third-party service providers exposes us to risks associated with their cybersecurity practices. A breach or security failure in a third-party system could impact our operations and data. |
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Phishing and Social Engineering: Employees and individuals connected to our organization may be susceptible to phishing attacks or social engineering tactics that compromise security. Human error or manipulation can lead to breaches. |
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Regulatory Compliance: We are subject to various data protection and privacy regulations, and non-compliance could result in legal and financial penalties. Adhering to these regulations requires ongoing efforts and resources. |
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Business Interruption: A cyberattack or system breach may disrupt our operations, affecting our ability to serve customers, fulfill orders, and maintain revenue, resulting in financial losses. |
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Reputation Damage: A publicized cybersecurity incident can significantly damage our brand and reputation, leading to customer churn and reduced market confidence. |
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The recently adopted SEC cybersecurity disclosure rules for public companies require disclosure regarding cybersecurity risk management (including the corporate board’s role in overseeing cybersecurity risks, management’s role and expertise in assessing and managing cybersecurity risks, and processes for assessing, identifying and managing cybersecurity risks) in annual reports. These new cybersecurity disclosure rules also require the disclosure of material cybersecurity incidents in a Form 8-K, generally within four days of determining an incident is material. We have included respective disclosures in our Annual Report on Form 10-K for fiscal year ended December 31, 2025 filed with the Commission on June 4 , 2026.
We may at times fail (or be perceived to have failed) in our efforts to comply with our privacy and data security obligations. Moreover, despite our efforts, our personnel or third parties on whom we rely on may fail to comply with such obligations, which could negatively impact our business operations.
Any failure or perceived failure by us or third parties upon whom we rely to comply with obligations, relating to privacy and data security may result in significant consequences including but not limited to governmental investigations and enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar), litigation, additional reporting requirements and/or oversight, bans on processing personal data, and orders to destroy or not use personal information.
Any of these events could have a material adverse effect on our reputation, business, or financial condition, including but not limited to loss of customers; interruptions or stoppages in our business operations; inability to process personal information; limited ability to develop or commercialize our products; expenditure of time and resources to defend any claim or inquiry; adverse publicity; or substantial changes to our business model or operations.
Critical Accounting Estimates
A critical accounting estimate is one that is both important to the portrayal of a company’s financial condition and results of operations and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. There have been no material changes to the Company’s critical accounting estimates as compared to the estimates described in the Annual Report on Form 10-K for the year ended December 31, 2025 which we believe are the most critical to our business and understanding of our results of operations and affect the more significant judgments and estimates that we use in preparation of our condensed consolidated financial statements.
Results of Operations
Revenue
|
|
Three Months Ended March 31, |
|
|
Change |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
Real Estate Brokerage Services (Residential) |
|
$ |
13,045,185 |
|
|
$ |
14,270,278 |
|
|
$ |
(1,225,093 |
) |
|
|
-9 |
% |
Franchising Services |
|
|
35,123 |
|
|
|
38,778 |
|
|
|
(3,655 |
) |
|
|
-9 |
% |
Coaching Services |
|
|
21,958 |
|
|
|
94,534 |
|
|
|
(72,576 |
) |
|
|
-77 |
% |
Property Management |
|
|
100,669 |
|
|
|
97,913 |
|
|
|
2,756 |
|
|
|
3 |
% |
Real Estate Brokerage Services (Commercial) |
|
|
273,516 |
|
|
|
57,066 |
|
|
|
216,450 |
|
|
|
379 |
% |
Title Settlement and Insurance |
|
|
99,155 |
|
|
|
77,205 |
|
|
|
21,950 |
|
|
|
28 |
% |
Total Revenue |
|
$ |
13,575,606 |
|
|
$ |
14,635,774 |
|
|
$ |
(1,060,168 |
) |
|
|
-7 |
% |
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Real Estate Brokerage Services (Residential)
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.
Franchising Services
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.
Coaching Services
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.
Property Management
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.
Real Estate Brokerage Services (Commercial)
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.
Title Settlement and Insurance
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.
Gross Profit and Gross Margin
|
|
Three Months Ended March 31, |
|
|
Change |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
Real Estate Brokerage Services (Residential) |
|
$ |
1,685,438 |
|
|
$ |
1,374,393 |
|
|
$ |
311,045 |
|
|
|
23 |
% |
Gross Margin |
|
|
12.9 |
% |
|
|
9.6 |
% |
|
|
|
|
|
|
|
|
Franchising Services |
|
$ |
34,865 |
|
|
$ |
(73,013 |
) |
|
$ |
107,878 |
|
|
|
-148 |
% |
Gross Margin |
|
|
99.3 |
% |
|
|
-188.3 |
% |
|
|
|
|
|
|
|
|
Coaching Services |
|
$ |
14,758 |
|
|
$ |
38,654 |
|
|
$ |
(23,896 |
) |
|
|
-62 |
% |
Gross Margin |
|
|
67.2 |
% |
|
|
40.9 |
% |
|
|
|
|
|
|
|
|
Property Management |
|
$ |
100,669 |
|
|
$ |
97,393 |
|
|
$ |
3,276 |
|
|
|
3 |
% |
Gross Margin |
|
|
100.0 |
% |
|
|
99.5 |
% |
|
|
|
|
|
|
|
|
Real Estate Brokerage Services (Commercial) |
|
$ |
58,542 |
|
|
$ |
23,036 |
|
|
$ |
35,506 |
|
|
|
154 |
% |
Gross Margin |
|
|
21.4 |
% |
|
|
40.4 |
% |
|
|
|
|
|
|
|
|
Title Settlement and Insurance |
|
$ |
99,155 |
|
|
$ |
77,205 |
|
|
$ |
21,950 |
|
|
|
28 |
% |
Gross Margin |
|
|
100.0 |
% |
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
Total Gross Profit |
|
$ |
1,993,427 |
|
|
$ |
1,537,668 |
|
|
$ |
455,759 |
|
|
|
30 |
% |
Total Gross Margin |
|
|
14.7 |
% |
|
|
10.5 |
% |
|
|
|
|
|
|
|
|
NM: Not Meaningful
36
Table of Contents
Real Estate Brokerage Services (Residential)
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.
Franchising Services
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.
Coaching Services
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.
Property Management
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.
Title Settlement and Insurance
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.
Selling, General and Administrative Expense
|
|
Three Months Ended March 31, |
|
|
Change |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ |
|
|
% |
|
||||
Sales and Marketing |
|
$ | 409,277 |
|
|
$ | 563,149 |
|
|
$ | (153,872) |
|
|
|
-27 |
% |
Payroll and benefits |
|
|
1,255,508 |
|
|
|
1,530,792 |
|
|
|
(275,284) |
|
|
|
-18 |
% |
Rent and other |
|
|
440,553 |
|
|
|
381,690 |
|
|
|
58,863 |
|
|
|
15 |
% |
Professional fees |
|
|
1,569,501 |
|
|
|
1,003,345 |
|
|
|
566,156 |
|
|
|
56 |
% |
Office |
|
|
75,770 |
|
|
|
78,446 |
|
|
|
(2,676) |
|
|
|
-3 |
% |
Technology |
|
|
163,802 |
|
|
|
117,444 |
|
|
|
46,358 |
|
|
|
39 |
% |
Insurance, training and other |
|
|
179,818 |
|
|
|
167,829 |
|
|
|
11,989 |
|
|
|
7 |
% |
Public company costs |
|
|
181,823 |
|
|
|
217,933 |
|
|
|
(36,110) |
|
|
|
-17 |
% |
Amortization and depreciation |
|
|
104,879 |
|
|
|
230,046 |
|
|
|
(125,167) |
|
|
|
-54 |
% |
Total SG&A Expenses |
|
$ | 4,380,931 |
|
|
$ | 4,290,674 |
|
|
$ | 90,257 |
|
|
|
2 |
% |
NM: Not Meaningful
37
Table of Contents
Selling, general and administrative costs increased by approximately $90 thousand , or 2%, in the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Of this increase $570 thousand is related to cost incurred for the financing agreements for the quarter and $58 thousand increase in rent, partially offset by $275 thousand reduction in payroll costs, $123 thousand reduction in amortization and depreciation and $154 thousand reduction in sales and marketing expenses.
Stock-based compensation
We incurred stock-based compensation of approximately $110 thousand in the three months ended March 31, 2026, primarily due to vesting of options and restricted stock units and a marketing agreement entered into during the quarter.
Other Income (Expense), Net
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.
Liquidity and Capital Resources
On March 31, 2026, the Company had a cash balance of $1.7 million and working capital of $4.1 million.
On November 12, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”), pursuant to which the Company agreed to 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 (the “Notes”), subject to the satisfaction or waiver of certain closing conditions. The Company issued an initial Note in an aggregate principal amount of $11,000,000 at the initial closing on January 8, 2026 (the “Initial Closing”) after the satisfaction or waiver of certain closing conditions.
Subject to certain conditions described in the Purchase Agreement, the Company has the option to request that the Investor purchase additional Notes (the “Company’s Option Closing”), and the Investor has the option to cause the Company to sell additional Notes (the “Investor’s Option Closing” and together with the Company’s Option Closing, (the “Additional Closings”) and together with the Initial Closing, each a “Closing”), provided that the aggregate original principal amount of any Notes issued in each Additional Closing shall not exceed $5,000,000 individually, and not more than $239,000,000 in the aggregate for all Additional Closings. The purchase price for each Note will be $900 for each $1,000 of principal amount of Note.
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.
The Company is subject to the risks and challenges associated with companies at a similar stage of development. These include dependence on key individuals, successful development and marketing of its offerings, and competition with larger companies with greater financial, technical, and marketing resources. Furthermore, during the period required to achieve substantially higher revenue in order to become profitable, the Company will require additional funds that might not be readily available or might not be on terms that are acceptable to the Company. Until such time that the Company fully implements its growth strategy, it expects to continue to generate operating losses in the foreseeable future, mostly due to cost related to financing and the corporate overhead costs of being a public company. As such, the Company anticipates that its existing working capital, including cash on hand, and cash generated from operations will not be sufficient to meet projected operating expenses for the foreseeable future through at least twelve months from the issuance of the consolidated financial statements. The Company will be required to raise additional capital to fund ongoing operations.
The Company has incurred recurring net losses, and the Company’s operations have not provided net positive cash flows. In view of these matters, there is substantial doubt about the Company’s ability to continue as a going concern. The Company plans on continuing to expand via organic growth, which will help achieve future profitability, and the Company will continue to raise capital from outside investors, as it has done in the past, to fund operating losses. There can be no assurance the Company can successfully raise the capital needed.
38
Table of Contents
Summary of Cash Flows
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net Cash Used in Operating Activities |
|
$ |
(1,759,116 |
) |
|
$ |
(3,493,029 |
) |
Net Cash Provided by Investing Activities |
|
$ |
(8,553,483 |
) |
|
$ |
— |
|
Net Cash Provided by Financing Activities |
|
$ |
11,490,531 |
|
|
$ |
4,831,768 |
|
Cash Flows from Operating Activities
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.
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.
Cash Flows from Investing Activities
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.
During the three months ended March 31, 2025 there were no activities that consumed cash for the quarter.
Cash Flows from Financing Activities
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.
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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this item.
39
Table of Contents
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of March 31, 2026, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Interim Chief Financial Officer, of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our Chief Executive Officer and Interim Chief Financial Officer concluded that our disclosure controls and procedures were ineffective due to the material weaknesses in internal control over financial reporting described below.
Changes in Internal Control over Financial Reporting
As reported in our Annual Report on Form 10-K for 2025 fiscal year, material weaknesses were identified in the Company’s internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in our internal controls over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis. Such material weaknesses are primarily related to deficiencies in its overall control environment, including limited accounting resources, inadequate segregation of duties, and the absence of formalized policies and procedures. In addition, the Company did not maintain effective controls over (i) significant accounting estimates and judgments, including the goodwill impairment assessment and the income tax provision prepared by external consultants, (ii) revenue recognition, including the determination of gross versus net presentation under ASC 606, which resulted in errors in previously issued financial statements and the restatement of the Company’s consolidated financial statements, (iii) the preparation, review, and approval of its periodic SEC filings to ensure the completeness, accuracy, and consistency of financial disclosures, and (iv) controls and processes related to cybersecurity risk management. We have therefore concluded that our internal controls over financial reporting are not effective at the reasonable assurance level.
Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation of duties. Therefore, it is difficult to effectively segregate accounting duties which comprises a material weakness in internal controls. To the extent reasonably possible given our limited resources, we intend to take measures to cure the weaknesses, including, but not limited to, increasing the capacity of our qualified financial personnel to ensure that accounting policies and procedures are consistent across the organization and that we have adequate controls over our Exchange Act reporting disclosures. As such, we consider these material weaknesses to not be remediated as of March 31, 2026.
Remediation Plan
The Company is in the process of designing and implementing remediation measures, including enhanced review procedures, hiring additional personnel with technical accounting expertise and SEC reporting expertise, formalizing documentation standards, and strengthening oversight of third-party services providers and specialists.
There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(t) and 15d-15(f) under the Exchange Act, during the fiscal quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
40
Table of Contents
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time the Company is involved in litigation, claims, and other proceedings arising in the ordinary course of business. Such litigation and other proceedings may include, but are not limited to, actions relating to employment law and misclassification, intellectual property, commercial or contractual claims, brokerage or real estate disputes, or other consumer protection statutes, ordinary-course brokerage disputes like the failure to disclose property defects, commission disputes, and vicarious liability based upon conduct of individuals or entities outside of the Company’s control, including agents and third-party contractor agents. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur.
On February 13, 2023, Mr. Mark Gracy, who served as our Chief Operating Officer from November 18, 2021 to November 15, 2022, filed a civil lawsuit in the Circuit Court of Osceola County, Florida, seeking a jury trial and claiming that the Company breached his employment agreement by reducing his salary and failing to pay him his full severance payments and is looking for payment of his alleged severance of $249,000. Original mediation was scheduled for August 25, 2025, with a second mediation set for April 28, 2026. Discovery is proceeding and the trial is set for October 2026. The Company denies the merits of the claims and intends on vigorously defending the litigation.
On March 5, 2025, Joshua Epstein, our former employee and Chief Strategy Officer, filed a civil lawsuit in Osceola County, Florida Circuit Court alleging claims for breach of contract, promissory estoppel, conversion, unjust enrichment, breach of good faith and fair dealings, fraud in the inducement, and to recover alleged unpaid compensation in the amount of $100,000 from the Company. The Company strongly opposed and denied these claims. Original partial mediation occurred on September 5, 2025. A second mediation is expected to be set in the near future. The case trial is scheduled for April 2027. The Company denies the merits of the claims and intends on vigorously defending the litigation.
On June 5, 2025, an employee, who served as our Senior Human Resources and Payroll Specialist from July 10, 2024 to August 19, 2024, filed a civil lawsuit against the Company in the Circuit Court of Osceola County, Florida. The employee is seeking a jury trial claiming $50,000 in damages and that the Company terminated her employment in violation of SS 448.102(3). On July 9, 2025, the Company responded to the complaint with its answer and affirmative defenses, effectively denying all of the plaintiff’s claims. In March of 2026 discovery and depositions began. The case remains pending.
On January 13, 2026, Martin Scott CFO Consulting Services, Inc. filed a civil lawsuit against the Company and La Rosa Realty, LLC, in the Circuit Court of Palm Beach County for breach of contract, open account, account stated, and unjust enrichment. The plaintiff stated that he had a contract with the defendants and is owed unpaid fees of approximately $29,000 and legal expenses. The Company settled this lawsuit on April 20, 2026 for the amount of $22,000.
On January 30, 2026, the Company and La Rosa Realty Orlando LLC filed a civil lawsuit against Reinaldo Zapata and Viviana Figueroa in the Circuit Court of Orange County. The case involved an action for dissolution of La Rosa Realty Orlando LLC, action for conversion against Reinaldo Zapata, and an action for damage for breach of employment agreement against Reinaldo Zapata. The case was settled on April 4, 2026 as previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2026.
On February 1, 2026, Stacy-Ann Blair and Delroxry Blair filed a civil lawsuit against La Rosa Realty CW Properties, et. al. in the Circuit Court of Orange County, Florida, stating that La Rosa CW Properties failed to disclose a family relationship with one or more of its sellers, creating a material conflict of interest. The plaintiffs claim breach of contract, unjust enrichment, fraudulent and negligent misrepresentation, and civil theft and seeking damages of approximately $9,600. The Company filed a motion to dismiss, which was further amended. A case management conference was held in July of 2026 at which time the case was dismissed.
ITEM 1A. RISK FACTORS.
We are currently listed on The Nasdaq Capital Market. Our failure to maintain our compliance with Nasdaq’s continued listing standards or other requirements could result in our Common Stock being delisted from Nasdaq, which could adversely affect our liquidity and the trading volume and market price of our Common Stock and decrease or eliminate your investment.
Our Common Stock is currently listed on the Nasdaq Capital Market on Nasdaq under the symbol “LRHC.” Nasdaq requires listed issuers to comply with certain standards in order to remain listed on its exchange. If, for any reason, Nasdaq should delist our securities from trading on its exchange and we are unable to obtain listing on another reputable national securities exchange, a reduction in some or all of the following may occur, each of which could materially adversely affect our stockholders.
If we violate Nasdaq’s listing requirements, or if we fail to meet any of Nasdaq’s listing standards, our Common Stock may be delisted. A delisting of our Common Stock from Nasdaq may materially impair our stockholders’ ability to buy and sell our Common Stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our Common Stock. The delisting of our Common Stock could significantly impair our ability to raise capital and the value of your shares.
On July 13, 2026, the closing price of our Common Stock was $1.01. Pursuant to Nasdaq Rule 5810(c)(3)(A)(iii), if the closing price of our Common Stock is $0.10 or less for 10 consecutive trading days, we will be issued a Staff Delisting Determination by Nasdaq. If we receive a Staff Delisting Determination Letter resulting from our Common Stock trading at or below $0.10 for 10 consecutive trading days, we will have 7 calendar days to request a hearing before a Nasdaq hearings panel to review the Staff Delisting Determination, which will determine the delisting of our Common Stock by Nasdaq. A hearing would then take place within 45 days of the hearing request to determine whether or not our Common Stock would be delisted. If, in the future, we receive a Staff Delisting Determination there can be no assurance that we would be successful in preventing a determination by the Nasdaq hearing panel that our stock will be delisted.
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. 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 (the “Filing 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.
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 the Filing 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.
On June 10, 2026, the Company received a letter from the Staff indicating that, because the Company’s stockholders’ equity as reported in its Form 10-K for the fiscal year ended December 31, 2025 was $(1,848,252), the Company is no longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing. Nasdaq’s letter provides the Company with 45 calendar days, or until July 27, 2026, to submit a plan to regain compliance (“SE Plan,” and together with the Filing Plan, the “Plans”). The Company is currently evaluating its available options to resolve the deficiency and regain compliance with the Nasdaq minimum stockholders’ equity requirement.
There can be no assurance that the Company will be able to regain or maintain compliance with all applicable continued listing requirements or that its Plans will be accepted by the Nasdaq.
Any delisting determination by Nasdaq could seriously decrease or eliminate the value of an investment in our Common Stock and other securities linked to our Common Stock. While a listing on an over-the-counter exchange could maintain some degree of a market in our Common Stock, we could face substantial material adverse consequences, including, but not limited to, the following: limited availability for market quotations for our Common Stock; reduced liquidity with respect to and decreased trading prices of our Common Stock; a determination that shares of our Common Stock are “penny stock” under the Securities and Exchange Commission rules, subjecting brokers trading our Common Stock to more stringent rules on disclosure and the class of investors to which the broker may sell the Common Stock; limited news and analyst coverage for our Company, in part due to the “penny stock” rules; decreased ability to issue additional securities or obtain additional financing in the future; and potential breaches under or terminations of our agreements with current or prospective large stockholders, strategic investors and banks. The perception among investors that we are at heightened risk of delisting could also negatively affect the market price of our securities and trading volume of our Common Stock.
In July 2026, the SEC approved Nasdaq's rule requiring companies listed on the Nasdaq Global Market and Nasdaq Capital Market to maintain a minimum market value of listed securities (“MVLS”) of at least $5 million. Under this rule, if a company's MVLS remains below $5 million for 30 consecutive business days, Nasdaq may immediately suspend trading in and commence delisting of the company's securities. Unlike some other Nasdaq listing deficiencies, this rule does not provide an opportunity to regain compliance prior to suspension, and a hearing request does not stay the suspension of trading. As of the date of this report, our MVLS is below $5 million. In addition, the market value of our Common Stock may fluctuate significantly due to factors beyond our control, including market conditions, investor sentiment toward small-cap companies, our operating performance, and general economic conditions. If our MVLS remains below the required threshold for the applicable period, our Common Stock could be immediately suspended from trading and delisted from Nasdaq. Such a suspension or delisting could materially reduce the liquidity and market price of our Common Stock, impair our ability to raise capital, reduce analyst coverage, and adversely affect our business and the value of an investment in our securities.
Except as disclosed above in this Section “Item 1A. Risk Factors,” there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on June 4, 2026.
41
Table of Contents
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
(a) In addition to the issuances of unregistered securities described in the Current Reports on Form 8-K filed by the Company with the SEC, in the first quarter of 2026 the Company issued the following securities which were not registered under the Securities Act.
In February 2026, the Company issued 3,500 shares of common stock to a consultant in consideration for marketing services provided to the Company.
Unless otherwise noted, the securities described above were issued pursuant to exceptions from the registration requirements of the Securities Act provided by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities Act, in light of the fact that none of the issuances involved a public offering of securities and no solicitation or advertisements for such securities were made by any party.
(b) Not applicable.
(c) None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
During the three months ended March 31, 2026, no director or officer adopted, modified or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
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Table of Contents
ITEM 6. EXHIBITS.
(a) Exhibits. The following documents are filed as part of this report:
Exhibit No.: |
|
Description: |
2.1 |
|
Reorganization Agreement And Plan of Share Exchange dated July 22, 2021 by and among La Rosa Holdings Corp., La Rosa Coaching, LLC, La Rosa CRE, LLC, La Rosa Franchising, LLC, La Rosa Property Management, LLC, and La Rosa Realty, LLC. (incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022). |
|
|
|
3.1 |
|
Amended and Restated Articles of Incorporation of La Rosa Holdings Corp. (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022). |
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3.2 |
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Certificate of Amendment to Articles of Incorporation for 3.5 for 1 reverse stock split (incorporated by reference to Exhibit 3.4 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022). |
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3.3 |
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Certificate of Correction of Certificate of Amendment to Articles of Incorporation for 10 for 1 reverse stock split (incorporated by reference to Exhibit 3.5 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 19, 2022). |
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3.4 |
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Certificate Of Designations, Preferences And Rights Of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.6 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 26, 2023). |
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3.5 |
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Certificate of Amendment to Articles of Incorporation for 2 for 1 forward stock split (incorporated by reference to Exhibit 3.7 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of April 26, 2023). |
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3.6
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Certificate of Amendment to Articles of Incorporation on increase of authorized stock (incorporated by reference to Exhibit 3.8 of the Company’s Registration Statement on Form S-1 (File No. 284962) filed with the SEC as of June 27, 2025).
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3.7 |
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Certificate of Designation of Series B Convertible Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC as of June 20, 2025) |
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3.8 |
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Certificate of Amendment to Amended and Restated Articles of Incorporation of La Rosa Holdings Corp., filed on July 2, 2025 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC as of July 8, 2025) |
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3.9 |
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Certificate of Correction of the Company filed on July 14, 2025 to the Certificate of Designation of Series B Convertible Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC as of July 16, 2025) |
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3.10 |
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Certificate of Amendment to Amended and Restated Articles of Incorporation of the Company (Series X Preferred Stock Redemption) (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 9, 2025). |
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3.11 |
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Certificate of Amendment to Amended and Restated Articles of Incorporation of the Company (Reverse Stock Split Amendment) (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 27, 2026) |
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3.12 |
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Certificate of Designation of Series C Convertible Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC as of March 5, 2026) |
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3.13 |
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Certificate of Amendment to Articles of Incorporation for 10 for 1 reverse stock split (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC as of April 20, 2026) |
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3.14 |
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Certificate of Designation of Series D Convertible Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K/A filed with the SEC as of May 29, 2026) |
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3.15 |
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Certificate of Correction of the Certificate of Designation of Series D Preferred Stock, filed on May 27, 2026. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K/A filed with the SEC as of May 29, 2026) |
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3.16 |
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Certificate of Designation of Series E Convertible Preferred Stock of the Company |
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3.17 |
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Bylaws of La Rosa Holdings Corp. (incorporated by reference to Exhibit 3.3 of the Company’s Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022). |
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4.1 |
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Initial Note, issued on January 8, 2026. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC as of January 9, 2026) |
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10.1# |
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Amendment dated February 19, 2026, to the Amended and Restated Employment Agreement dated November 12, 2026, by and between La Rosa Holding Corp. and Joseph La Rosa (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 24, 2026) |
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Table of Contents
10.2# |
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Amendment dated February 19, 2026, to the Employment Agreement dated January 31, 2024, by and between La Rosa Holding Corp. and Deana La Rosa (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on February 24, 2026) |
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10.3# |
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Director Agreement by and between Jaime Cosculluela and La Rosa Holdings Corp., dated February 10, 2026 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 11, 2026) |
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10.4 |
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Form of Real Estate Commercial Contract as of February 4, 2026 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 9, 2026) |
10.5 |
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Form of Lease Extension Agreement dated February 8, 2026 by and between G&L Mast LLC and La Rosa Realty for office space located at: 3407 Magic Oak Lane, Sarasota, Florida (incorporated by reference to Exhibit 10.66 of the Company’s Annual Report on Form 10-K filed with the SEC on June 4, 2026) |
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10.6 |
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Intellectual Property Security Agreement, dated as of January 8, 2026. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 9, 2026) |
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10.7 |
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Membership Interest Purchase Agreement, among the Company, Horeb Kissimmee Realty LLC and the selling member, dated February 4, 2026 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2026) |
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10.8 |
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Trademark and Brand Licensing Agreement, between the Company and Horeb Kissimmee Realty LLC, dated February 4, 2026 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2026) |
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10.9 |
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Membership Interest Purchase Agreement by and among La Rosa Holdings Corp., the Seller, and La Rosa Realty Lakeland LLC, dated February 11, 2026 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 18, 2026) |
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10.10 |
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Settlement Agreement by and among La Rosa Holdings Corp., Joseph La Rosa and the Seller, dated February 18, 2026 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on February 18, 2026) |
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10.11 |
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Pledge Agreement by and between La Rosa Holdings Corp. and the Seller, dated as of February 11, 2026 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on February 18, 2026) |
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10.12 |
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Form of the Securities Purchase Agreement, between the Company and investor, dated as of March 4, 2026 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 5, 2026) |
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10.13 |
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Amendment, dated as of January 9, 2026 to Securities Purchase Agreement, dated as of November 12, 2025 |
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10.14 |
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Form of Amendment, dated March 24, 2026, to the Securities Purchase Agreement, dated November 12 2025 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 25, 2026) |
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10.15 |
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Form of Token Right Amendment, dated March 24, 2026, to the Token Right, dated November 12, 2025 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on March 25, 2026) |
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10.16 |
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Form of Settlement Agreement by and among La Rosa Holdings Corp., La Rosa Realty Orlando LLC, Reinaldo Zapata and Viviana Figueroa, dated as of April 3, 2026 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2026) |
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10.17 |
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Form of Assignment of Membership Interest of Mr. Zapata, dated as of April 3, 2026 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2026) |
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10.18 |
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Form of Assignment of Membership Interest of Ms. Figueroa, dated as of April 3, 2026 (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2026) |
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10.19 |
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Form of the Securities Purchase Agreement, between the Company and Investor, dated as of May 27, 2026 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC as of May 27, 2026) |
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10.20 |
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Form of the Securities Purchase Agreement, between the Company and investor, dated as of July 10, 2026 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC as of July 10, 2026). |
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31.1* |
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Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a- 14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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31.2* |
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Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a- 14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1** |
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Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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32.2** |
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Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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101.INS* |
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Inline XBRL Instance Document |
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101.SCH* |
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Inline XBRL Schema Document |
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101.CAL* |
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Inline XBRL Calculation Linkbase Document |
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101.DEF* |
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Inline XBRL Definition Linkbase Document |
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101.LAB* |
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Inline XBRL Label Linkbase Document |
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101.PRE* |
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Inline XBRL Presentation Linkbase Document |
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104* |
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Cover Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101) |
* |
Filed herewith |
** |
Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing. |
# |
Management contracts or compensatory plans, contracts or arrangements. |
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Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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LA ROSA HOLDINGS CORP. |
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Date: July 31, 2026 |
By: |
/s/ Joseph La Rosa |
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Name: |
Joseph La Rosa |
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Title: |
Founder, Chief Executive Officer, and Director |
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(Principal Executive Officer) |
Date: July 31, 2026 |
By: |
/s/ Joseph La Rosa |
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Name: |
Joseph La Rosa |
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Title: |
Interim Chief Financial Officer |
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(Principal Financial Officer) |
46