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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 5, 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.
Item
2.02 Results of Operations and Financial Condition.
On
June 5, 2026, La Rosa Holdings Corp., a Nevada corporation (the “Company”), issued a press release announcing certain business
and financial highlights for the fiscal year ended December 31, 2025.
Item 8.01
Other Events.
A
copy of the press release referenced in Item 2.02 of this Current Report on Form 8-K is as Exhibit 99.1 to this Current Report on Form
8-K.
The
disclosure under Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information
provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except
as expressly set forth by specific reference in such filing.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
The
following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release of La Rosa Holdings Corp., dated June 5, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded with the
Inline XBRL document). |
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: June 5, 2026 |
LA ROSA HOLDINGS CORP. |
| |
|
|
| |
By: |
/s/ Joseph
La Rosa |
| |
Name: |
Joseph La Rosa |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1

La
Rosa Holdings Corp. Reports 17% Year-Over-Year Revenue Growth to $68.5 Million for Fiscal 2025
Gross
Profit Increased 17% Year-Over-Year to $7.0 Million in 2025
Celebration,
FL – June 5, 2026 – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La
Rosa” or the “Company”), a real estate and PropTech company, today provided a business update and reported financial
results for the year ended December 31, 2025.
2025
Financial Highlights
| ● | Total
revenue increased approximately 17% year-over-year to $68.5 million for the year ended December 31, 2025 from $58.7 million for the year
ended December 31, 2024 |
| | | |
| ● | Residential
real estate services revenue increased by approximately $9.5 million to $66.5 million, or 17% for the year ended December 31, 2025 from
$57.0 million for the year ended December 31, 2024 |
| | | |
| ● | Title
Settlement and Insurance revenue increased by approximately $215 thousand to $298 thousand, or approx. 259% for the year ended December
31, 2025 from $83 thousand for the year ended December 31, 2024 |
| | | |
| ● | Real
Estate Brokerage Services (Commercial) revenue increased by approximately $366 thousand to $694 thousand, or approx. 112% for the year
ended December 31, 2025 from $328 thousand for the year ended December 31, 2024 |
| | | |
| ● | Property
management revenue increased by approximately $47 thousand to approximately $395 thousand, or 13%, for the year ended December 31, 2025
from $349 thousand for the year ended December 31, 2024 |
| | | |
| ● | Gross
profit increased by approximately $1.0 million, or 17%, year-over-year, to $7.0 million for the year ended December 31, 2025 from $6.0
million for the year ended December 31, 2024 |
| | | |
| ● | As
of December 31, 2025, the Company had unrestricted cash of approximately $3.1 million compared to $1.4 million as of December 31, 2024 |
Joe
La Rosa, CEO of La Rosa, commented, “We are pleased with our performance in 2025, highlighted by a 17% year-over-year increase
in total revenue to $68.5 million. Growth was driven by continued momentum in our residential real estate services segment, which also
increased 17%, together with steady contributions from our title settlement and insurance, commercial brokerage, and property management
businesses. We believe that our ability to deliver top-line growth while increasing gross profit by 17% demonstrates the scalability
of our platform.”
“Looking
ahead, we intend on strategically positioning La Rosa at the intersection of real estate and next-generation technology. As part of this
strategy, we have signed a non-binding letter of intent to acquire Consensus Core Technologies, a provider of critical infrastructure
solutions for AI and high-performance computing. We believe this proposed acquisition, if consummated, would position La Rosa 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, and there can be no assurances that such transaction will
be consummated. We believe we are well-positioned to drive long-term value for our stockholders,” concluded Mr. La
Rosa.
This
press release is being issued in connection with the Company’s filing of a comprehensive Annual Report on Form 10-K for the fiscal
years ended December 31, 2025 and 2024 (“Comprehensive Form 10-K”), which includes restated financial statements for the
fiscal year ended December 31, 2024 and certain interim periods, as described therein. The Company’s independent auditors have
included an explanatory paragraph in their audit report regarding the Company’s ability to continue as a going concern. Additionally,
management has identified material weaknesses in the Company’s internal control over financial reporting as of December 31, 2025.
For further information, investors should refer to the Company’s Comprehensive Form 10-K filed with the SEC.
About
La Rosa Holdings Corp.
La
Rosa Holdings Corp. (Nasdaq: LRHC) intends to transform the real estate industry by providing agents with flexible compensation options,
including a revenue-sharing model or a fee-based structure with 100% commission. Powered by its proprietary technology platform, La Rosa
aims to equip agents and franchisees with the tools they need to deliver exceptional service.
The
Company offers both residential and commercial real estate brokerage services, as well as technology-driven products and support for
its agents and franchise partners. Its business model includes internal services for agents and external offerings for the public, spanning
real estate brokerage, franchising, education and coaching, and property management.
La
Rosa operates 23 corporate-owned brokerage offices across Florida, California, Texas, Georgia, and Puerto Rico. La Rosa also started
its expansion into Europe, beginning with Spain. Additionally, the Company has five franchised offices and branches and three affiliated
brokerage locations in the U.S. and Puerto Rico. The Company also operates a full-service escrow settlement and title company in Florida.
For
more information, please visit: https://www.larosaholdings.com.
Stay
connected with La Rosa, sign up for news alerts here: larosaholdings.com/email-alerts.
Forward-Looking
Statements
This
press release contains forward-looking statements regarding the Company’s current expectations that are subject to various risks
and uncertainties. Such statements include statements regarding the Company’s ability to grow its business and other statements
that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,”
“plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,”
“aims,” “believes,” “hopes,” “potential” or similar words. These statements are
not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Actual
results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation,
the Company’s ability to satisfy closing conditions of the financing facilities and the timing and use of proceeds thereof, including
the redemption of the Series X Preferred Stock, to achieve profitable operations, our ability to successfully integrate acquisitions
into our business operations, customer acceptance of new services, the demand for the Company’s services and the Company’s
customers’ economic condition, the impact of competitive services and pricing, general economic conditions, the successful integration
of the Company’s past and future acquired brokerages, the effect of the recent National Association of Realtors’ landmark
settlement on our business operations, and other risk factors detailed in the Company’s filings with the United States Securities
and Exchange Commission (the “SEC”). You are urged to carefully review and consider any cautionary statements and other disclosures,
including the statements made under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2025, and other reports and documents that we file from time to time with the SEC. Forward-looking statements contained
in this press release are made only as of the date of this press release, and La Rosa does not undertake any responsibility to update
any forward-looking statements in this release, except as may be required by applicable law. References and links to websites have been
provided as a convenience, and the information contained on such websites has not been incorporated by reference into this press release.
For
more information, contact: info@larosaholdings.com
Investor
Relations Contact:
Crescendo
Communications, LLC
David
Waldman/Natalya Rudman
Tel:
(212) 671-1020
Email:
LRHC@crescendo-ir.com
(Tables
follow)
La
Rosa Holdings Corp. and Subsidiaries
Consolidated
Balance Sheets
| | |
December 31, 2025 | | |
December 31, 2024 | |
| Assets | |
| | |
| |
| Current assets: | |
| | |
| |
| Cash and cash equivalents | |
$ | 3,086,770 | | |
$ | 1,442,901 | |
| Restricted cash | |
| 1,758,531 | | |
| 1,750,421 | |
| Accounts receivable, net of allowance for credit losses of $179,643 and $166,504, respectively | |
| 1,252,452 | | |
| 931,662 | |
| Other current assets | |
| 15,601 | | |
| 1,788 | |
| Total current assets | |
| 6,113,354 | | |
| 4,126,772 | |
| | |
| | | |
| | |
| Noncurrent assets: | |
| | | |
| | |
| Restricted cash, net of current | |
| 58,972 | | |
| 387,286 | |
| Property and equipment, net | |
| 6,094 | | |
| 9,411 | |
| Right-of-use asset, net | |
| 963,991 | | |
| 997,715 | |
| Intangible assets, net | |
| 4,425,042 | | |
| 5,840,080 | |
| Goodwill | |
| 1,831,197 | | |
| 8,012,331 | |
| Other long-term assets | |
| 44,867 | | |
| 33,831 | |
| Total noncurrent assets | |
| 7,330,163 | | |
| 15,280,654 | |
| Total assets | |
$ | 13,443,517 | | |
$ | 19,407,426 | |
| Liabilities, Series X Preferred Stock Subject to Redemption and Stockholders’ (Deficit) Equity | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 2,895,861 | | |
$ | 2,376,704 | |
| Accrued expenses | |
| 83,876 | | |
| 738,065 | |
| Contract liabilities | |
| 171,100 | | |
| 7,747 | |
| Security deposits and escrow payable | |
| 1,758,531 | | |
| 1,750,421 | |
| Line of credit | |
| — | | |
| 148,976 | |
| Derivative liability | |
| — | | |
| 1,607,544 | |
| Advances on future receipts | |
| — | | |
| 618,681 | |
| Accrued acquisition cash consideration | |
| 30,000 | | |
| 381,404 | |
| Notes payable, current | |
| 148,757 | | |
| 2,187,673 | |
| Lease liability, current | |
| 486,481 | | |
| 473,733 | |
| Total current liabilities | |
| 5,574,606 | | |
| 10,290,948 | |
| | |
| | | |
| | |
| Noncurrent liabilities: | |
| | | |
| | |
| Note payable, net of current | |
| 7,143,803 | | |
| 1,475,064 | |
| Security deposits and escrow payable, net of current | |
| 58,972 | | |
| 387,286 | |
| Lease liability, noncurrent | |
| 514,388 | | |
| 545,759 | |
| Other liabilities | |
| — | | |
| 32,950 | |
| Total non-current liabilities | |
| 7,717,163 | | |
| 2,441,059 | |
| Total liabilities | |
| 13,291,769 | | |
| 12,732,007 | |
| | |
| | | |
| | |
| Commitments and contingencies (Note 16) | |
| | | |
| | |
| | |
| | | |
| | |
| Series X Preferred Stock Subject to Redemption: | |
| | | |
| | |
| Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 2,000 and 0 Series X Preferred Stock issued and outstanding at December 31, 2025 and December 31, 2024, respectively | |
| 2,000,000 | | |
| — | |
| Stockholders’ (Deficit) Equity: | |
| | | |
| | |
| Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 0 and 2,000 Series X shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively | |
| — | | |
| — | |
| Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 6,000 and 0 Series B shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively | |
| 1 | | |
| — | |
| Common stock - $0.0001 par value; 2,000,000,000 shares authorized; 20,963 and 2,772 issued and outstanding at December 31, 2025 and December 31, 2024, respectively | |
| 1 | | |
| — | |
| Additional paid-in capital | |
| 51,010,523 | | |
| 29,123,774 | |
| Accumulated deficit | |
| (57,099,883 | ) | |
| (26,555,319 | ) |
| Total stockholders’ (deficit) equity – La Rosa Holdings Corp. shareholders | |
| (6,089,358 | ) | |
| 2,568,455 | |
| Noncontrolling interest in subsidiaries | |
| 4,241,106 | | |
| 4,106,964 | |
| Total stockholders’ (deficit) equity | |
| (1,848,252 | ) | |
| 6,675,419 | |
| Total Liabilities, Series X Preferred Stock Subject to Redemption and Stockholders’ (Deficit) Equity | |
$ | 13,443,517 | | |
$ | 19,407,426 | |
La
Rosa Holdings Corp. and Subsidiaries
Consolidated
Statements of Operations
| | |
Year Ended
December 31, | |
| | |
2025 | | |
2024 | |
| | |
| | |
(Restated) | |
| Revenue | |
$ | 68,507,806 | | |
$ | 58,682,139 | |
| | |
| | | |
| | |
| Cost of revenue | |
| 61,539,417 | | |
| 52,728,860 | |
| | |
| | | |
| | |
| Gross profit | |
| 6,968,389 | | |
| 5,953,279 | |
| | |
| | | |
| | |
| Operating expenses: | |
| | | |
| | |
| Sales and marketing | |
| 1,542,680 | | |
| 1,007,077 | |
| General and administrative | |
| 13,869,972 | | |
| 10,625,551 | |
| Stock-based compensation — general and administrative | |
| 4,980,139 | | |
| 4,730,355 | |
| Impairment of goodwill and intangibles | |
| 6,911,770 | | |
| 787,438 | |
| Total operating expenses | |
| 27,304,561 | | |
| 17,150,421 | |
| | |
| | | |
| | |
| Loss from operations | |
| (20,336,172 | ) | |
| (11,197,142 | ) |
| Other income (expense) | |
| | | |
| | |
| Interest expense, net | |
| 243,825 | | |
| (403,397 | ) |
| Gain (loss) on extinguishment of debt | |
| 3,961,075 | | |
| (777,558 | ) |
| Amortization of debt discount | |
| (63,160 | ) | |
| (649,138 | ) |
| Change in fair value of derivative liability | |
| 899,874 | | |
| (1,338,506 | ) |
| Loss on issuance of senior secured convertible note and warrants | |
| (128,836,250 | ) | |
| — | |
| Change on fair value of convertible note and warrants | |
| 31,163,415 | | |
| — | |
| Gain on settlement of incremental warrants | |
| 82,299,000 | | |
| — | |
| Other income, net | |
| 257,971 | | |
| 15,745 | |
| Loss before income taxes | |
| (30,410,422 | ) | |
| (14,349,996 | ) |
| Provision for income taxes | |
| — | | |
| — | |
| Net loss | |
| (30,410,422 | ) | |
| (14,349,996 | ) |
| Less: Net income attributable to noncontrolling interests in subsidiaries | |
| 134,142 | | |
| 97,567 | |
| Net loss after noncontrolling interest in subsidiaries | |
| (30,544,564 | ) | |
| (14,447,563 | ) |
| Less: Deemed dividend | |
| 2,275,264 | | |
| 1,476,044 | |
| Net loss attributable to common stockholders | |
$ | (32,819,828 | ) | |
$ | (15,923,607 | ) |
| | |
| | | |
| | |
| Loss per share of common stock attributable to common stockholders | |
| | | |
| | |
| Basic and diluted | |
$ | (3,531 | ) | |
$ | (7,844 | ) |
| | |
| | | |
| | |
| Weighted average shares used in computing net loss per share of common stock attributable to common stockholders | |
| | | |
| | |
| Basic and diluted | |
| 9,296 | | |
| 2,030 | |