La Rosa Holdings (NASDAQ: LRHC) 8-K/A shows $22.8M nine-month loss

Rhea-AI Filing Summary

La Rosa Holdings Corp. filed an amended current report to update a prior disclosure about the disposition of its membership interests in Horeb Kissimmee Realty LLC. The amendment adds unaudited pro forma condensed combined financial information and corrects an erroneous reference to a disclosure relief provision.

For the nine months ended September 30, 2025, the company reported revenue of $42,870,641 and a net loss attributable to common stockholders of $23,050,390. As of September 30, 2025, total assets were $17,542,859 and total liabilities were $15,396,333. For the year ended December 31, 2024, revenue was $47,150,031 with a net loss attributable to common stockholders of $15,707,834.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Total assets: $17,542,859 Total liabilities: $15,396,333 Nine-month 2025 revenue: $42,870,641 +5 more

8 metrics

Total assets $17,542,859 As of September 30, 2025, pro forma condensed consolidated balance sheet

Total liabilities $15,396,333 As of September 30, 2025, pro forma condensed consolidated balance sheet

Nine-month 2025 revenue $42,870,641 Nine months ended September 30, 2025, condensed consolidated operations

Nine-month 2025 net loss to common $23,050,390 Nine months ended September 30, 2025, net loss attributable to common stockholders

2024 revenue $47,150,031 Year ended December 31, 2024, condensed consolidated operations

2024 net loss to common $15,707,834 Year ended December 31, 2024, net loss attributable to common stockholders

Goodwill $5,795,161 As of both September 30, 2025 and December 31, 2024, balance sheets

Note payable noncurrent $9,171,562 As of September 30, 2025, noncurrent portion of note payable

Key Terms

unaudited pro forma condensed combined financial information, derivative liability, noncontrolling interest in subsidiaries, deemed dividend, +2 more

6 terms

unaudited pro forma condensed combined financial information financial

"The following unaudited pro forma condensed combined financial information of the Company attached hereto as Exhibit 99.1"

Unaudited pro forma condensed combined financial information is a preliminary set of shortened financial statements that shows how two or more businesses would have performed if they had been operating together, presented without an independent audit. Investors use it as a dress-rehearsal snapshot to gauge the potential size, profitability and cash flow impact of a merger or acquisition, but should treat it as an estimate rather than a final, verified record.

derivative liability financial

"Change in fair value of derivative liability | | | 899,874"

A derivative liability is an obligation a company owes because of a derivatives contract—such as an option, future, swap, or forward—that has moved against it and now has negative value. Think of it like a settled bet that turned into a bill: if market moves go the other way, the company may have to pay cash or deliver assets. Investors care because these liabilities can create sudden losses, add leverage or counterparty risk, and change a company’s true financial exposure beyond its everyday operations.

noncontrolling interest in subsidiaries financial

"Noncontrolling interest in subsidiaries | | | 2,231,175"

deemed dividend financial

"Less: Deemed dividend | | | 275,264"

advances on future receipts financial

"Advances on future receipts | | | —"

right-of-use asset financial

"Right-of-use asset, net | | | 1,099,034"

A right-of-use asset is the value a company records on its balance sheet for the practical use of something it leases — like the benefit of living in a rented office or using leased equipment for a set period. Investors care because it turns many leases into on-balance-sheet assets and matching liabilities, which can change reported leverage, asset base and performance metrics much like taking on a loan would.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 4, 2026

La Rosa Holdings Corp.

(Exact name of registrant as specified in its charter)

Nevada		001-41588		87-1641189
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1420 Celebration Blvd., 2nd Floor Celebration, Florida		34747
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

(321) 250-1799

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		LRHC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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. ☐ 

Explanatory Note

On February 10, 2026, La Rosa Holdings Corp. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to report, among other things, the closing of the disposition of all of its membership interests in Horeb Kissimmee Realty LLC. The Company is filing this Amendment No. 1 on Form 8-K/A (the “Amendment”) to amend and restate Item 9.01(b) of the Original Report in order to remove a statement of reliance on the provisions of Item 9.01(a)(3), which was included in the Original Report by error, and to present pro forma financial information required by Item 9.01(b) of Form 8-K, which was erroneously omitted from the Original Report. Except for the filing of such pro forma financial information and amending Item 9.01(b) of the Original Report, this Amendment does not otherwise modify or update the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference into this Amendment.

1

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The following unaudited pro forma condensed combined financial information of the Company attached hereto as Exhibit 99.1 and incorporated herein by reference into this Item 9.01(b).

● Unaudited pro forma condensed balance sheet as of December 31, 2024;

● Unaudited pro forma condensed balance sheet as of September 30, 2025;

● Unaudited pro forma condensed statement of operations for the year ended December 31, 2024; and

● Unaudited pro forma condensed statement of operations for the nine months ended September 30, 2025.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.		Description
99.1		Unaudited pro forma condensed combined financial information of the Company
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

2

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 hereunto duly authorized.

Date: April 27, 2026	LA ROSA HOLDINGS CORP.
	By:	/s/ Joseph La Rosa
	Name:	Joseph La Rosa
	Title:	Chief Executive Officer

3

Exhibit 99.1

La Rosa Holdings Corp. and Subsidiaries

Condensed Consolidated Balance Sheets

		September 30, 2025
		(unaudited)
Assets
Current assets:
Cash		$	3,406,354
Restricted cash			2,396,268
Accounts receivable, net of allowance for credit losses of $150,336 and $166,504, respectively			738,128
Other current assets			34,669
Total current assets			6,575,419
Noncurrent assets:
Restricted cash, net of current			46,199
Property and equipment, net			4,557
Right-of-use asset, net			1,099,034
Intangible assets, net			3,982,239
Goodwill			5,795,161
Other long-term assets			40,250
Total noncurrent assets			10,967,440
Total assets		$	17,542,859
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	1,610,011
Accrued expenses			779,507
Contract liabilities			52,273
Security deposits and escrow payable			2,396,268
Line of credit			—
Derivative liability			—
Advances on future receipts			—
Accrued acquisition cash consideration			60,000
Notes payable, current			148,757
Lease liability, current			510,809
Total current liabilities			5,557,625
Noncurrent liabilities:
Note payable, net of current			9,171,562
Security deposits and escrow payable, net of current			46,199
Lease liability, noncurrent			617,997
Other liabilities			2,950
Total non-current liabilities			9,838,708
Total liabilities			15,396,333
Commitments and contingencies (Note 6)
Stockholders’ equity:
Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 2,000 Series X shares issued and outstanding at September 30, 2025 and December 31, 2025, respectively			—
Preferred stock - $0.0001 par value; 6,000 shares authorized; 6,000 and 0 Series B shares issued and outstanding at September 30, 2025 and December 31, 2024			1
Common stock - $0.0001 par value; 2,050,000,000 shares authorized; 1,224,683 and 273,122 issued and outstanding at June 30, 2025 and December 31, 2025, respectively			122
Additional paid-in capital			47,025,453
Accumulated deficit			(47,110,225	)
Total stockholders’ equity – La Rosa Holdings Corp. shareholders			(84,649	)
Noncontrolling interest in subsidiaries			2,231,175
Total stockholders’ equity			2,146,526
Total liabilities and stockholders’ equity		$	17,542,859

See notes to the consolidated financial statements.

La Rosa Holdings Corp. and Subsidiaries

Condensed Consolidated Statements of Operations

(unaudited)

		Nine Months Ended September 30,
		2025
Revenue		$	42,870,641
Cost of revenue			38,604,499
Gross profit			4,266,142
Operating expenses:
Sales and marketing			1,281,799
General and administrative			10,372,779
Stock-based compensation — general and administrative			4,744,015
Total operating expenses			16,398,593
Loss from operations			(12,132,451	)
Other income (expense):
Interest expense, net			(356,634	)
Gain (loss) on extinguishment of debt			3,961,075
Amortization of debt discount			(63,160	)
Change in fair value of derivative liability			899,874
(Loss) gain on issuance of senior secured convertible note and warrants			(128,836,250	)
Change on fair value of convertible note and warrants			31,168,496
Gain on settlement of incremental warrants			82,299,000
Other income, net			271,281
Loss before provision for income taxes			(22,788,769	)
Benefit from income taxes			—
Net loss			(22,788,769	)
Less: Net income (loss) attributable to noncontrolling interests in subsidiaries			(13,643	)
Net loss after noncontrolling interest in subsidiaries			(22,775,126	)
Less: Deemed dividend			275,264
Net loss attributable to common stockholders		$	(23,050,390	)
Loss per share of common stock attributable to common stockholders
Basic and diluted		$	(3,256.35	)
Weighted average shares used in computing net loss per share of common stock attributable to common stockholders
Basic and diluted			7,079

See notes to the consolidated financial statements.

La Rosa Holdings Corp. and Subsidiaries

Condensed Consolidated Balance Sheets

		December 31, 2024
		(audited)
Assets
Current assets:
Cash		$	1,279,845
Restricted cash			2,137,707
Accounts receivable, net of allowance for credit losses of $166,504 and $83,456, respectively			874,083
Other current assets			1,788
Total current assets			4,293,423
Noncurrent assets:
Property and equipment, net			5,839
Right-of-use asset, net			990,926
Intangible assets, net			4,444,518
Goodwill			5,795,161
Other long-term assets			33,832
Total noncurrent assets			11,270,276
Total assets		$	15,563,699
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	2,287,977
Accrued expenses			709,687
Contract liabilities			4,781
Line of credit			148,976
Derivative liability			1,607,544
Advances on future receipts			618,681
Accrued acquisition cash consideration			381,404
Notes payable, current			2,187,673
Lease liability, current			469,934
Total current liabilities			8,416,657
Noncurrent liabilities:
Note payable, net of current			1,325,064
Security deposits and escrow payable			2,137,707
Lease liability, noncurrent			535,161
Other liabilities			32,950
Total non-current liabilities			4,030,882
Total liabilities			12,447,539
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 2,000 Series X shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively			—
Common stock - $0.0001 par value; 250,000,000 shares authorized; 21,847,514 and 13,406,480 issued and outstanding at December 31, 2024 and December 31, 2023, respectively			2,185
Additional paid-in capital			25,204,258
Accumulated deficit			(24,291,565	)
Total stockholders’ equity – La Rosa Holdings Corp. shareholders			914,878
Noncontrolling interest in subsidiaries			2,201,282
Total stockholders’ equity			3,116,160
Total liabilities and stockholders’ equity		$	15,563,699

See notes to the consolidated financial statements.

La Rosa Holdings Corp. and Subsidiaries

Condensed Consolidated Statements of Operations

(audited)

		For the Years Ended December 31,
		2024
Revenue		$	47,150,031
Cost of revenue			42,002,577
Gross profit			5,147,454
Operating expenses:
Sales and marketing			942,564
General and administrative			9,717,321
Stock-based compensation — general and administrative			4,730,355
Impairment of goodwill			787,438
Total operating expenses			16,177,678
Loss from operations			(11,030,224	)
Other income (expense)
Interest expense, net			(398,077	)
Loss on extinguishment of debt			(777,558	)
Amortization of debt discount			(649,138	)
Change in fair value of derivative liability			(1,338,506	)
Other income, net			15,745
Loss before provision for income taxes			(14,177,758	)
Benefit from income taxes			—
Net loss			(14,177,758	)
Less: Net income (loss) attributable to noncontrolling interests in subsidiaries			54,032
Net loss after noncontrolling interest in subsidiaries			(14,231,790	)
Less: Deemed dividend			1,476,044
Net loss attributable to common stockholders		$	(15,707,834	)
Loss per share of common stock attributable to common stockholders
Basic and diluted		$	(6,214.05	)
Weighted average shares used  in computing net loss per share of common stock attributable to common stockholders
Basic and diluted			2,528

See notes to the consolidated financial statements.

FAQ

What does La Rosa Holdings (LRHC) change in this 8-K/A amendment?

La Rosa Holdings amends a prior current report to correct Item 9.01(b). The company removes an incorrect reliance statement and adds required unaudited pro forma condensed combined financial information related to the earlier disposition of its membership interests in Horeb Kissimmee Realty LLC.

What are La Rosa Holdings (LRHC) nine-month 2025 pro forma results?

For the nine months ended September 30, 2025, La Rosa Holdings reports revenue of $42,870,641 and a net loss attributable to common stockholders of $23,050,390. Gross profit was $4,266,142, and total operating expenses reached $16,398,593, producing a loss from operations of $12,132,451.

How did La Rosa Holdings (LRHC) perform for full-year 2024?

For the year ended December 31, 2024, La Rosa Holdings generated revenue of $47,150,031 and a net loss attributable to common stockholders of $15,707,834. Gross profit was $5,147,454, while total operating expenses were $16,177,678, leading to a loss from operations of $11,030,224.

What does La Rosa Holdings (LRHC) balance sheet show as of September 30, 2025?

As of September 30, 2025, La Rosa Holdings reports total assets of $17,542,859 and total liabilities of $15,396,333. Stockholders’ equity attributable to La Rosa shareholders was a deficit of $84,649, while noncontrolling interests totaled $2,231,175, resulting in total stockholders’ equity of $2,146,526.

What key liabilities does La Rosa Holdings (LRHC) report in the pro forma balance sheet?

As of September 30, 2025, key current liabilities include accounts payable of $1,610,011 and lease liabilities of $510,809. Noncurrent note payable, net of current portion, is $9,171,562, contributing to total liabilities of $15,396,333 on the pro forma condensed consolidated balance sheet.

How do derivative-related items affect La Rosa Holdings (LRHC) nine-month 2025 results?

For the nine months ended September 30, 2025, La Rosa reports a change in fair value of derivative liability of $899,874, a gain on settlement of incremental warrants of $82,299,000, and a loss on issuance of a senior secured convertible note and warrants of $128,836,250, significantly influencing other income (expense).

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF THE COMPANY 64.6 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB