La Rosa Holdings (NASDAQ: LRHC) Q1 loss narrows, issues Series E preferred
Rhea-AI Filing Summary
La Rosa Holdings Corp. reported results for the quarter ended March 31, 2026 and disclosed a small private preferred equity financing and Nasdaq listing compliance efforts.
Revenue was $13,575,606 and gross profit increased 29.6% year over year to $1,993,427. Operating expenses fell to $4,490,657, improving loss from operations to $2,497,230. A $10,501,712 loss on issuance of a senior secured convertible note contributed to a net loss attributable to common stockholders of $16,112,549.
The company issued 150 shares of Series E Convertible Preferred Stock at $1,000 per share to an institutional investor for aggregate gross proceeds of $150,000 in an unregistered Rule 506(b) offering. As of March 31, 2026, assets totaled $20,843,708, restricted digital assets were $8,142,127, total liabilities were $28,343,119 and total stockholders’ deficit was $7,499,411. The company is evaluating plan amendments, debt-to-equity exchanges, equity financings and other transactions to regain compliance with Nasdaq’s $5,000,000 market value of listed securities requirement, but has not finalized any course of action.
Positive
- In Q1 2026, gross profit rose 29.6% year over year to $1,993,427, while loss from operations improved 46.5%, indicating better margins and lower operating costs.
- The company established a restricted digital asset position of $8,142,127, which management describes as strengthening its strategic asset base.
Negative
- Despite operational improvements, Q1 2026 net loss attributable to common stockholders remained substantial at $16,112,549, including a $10,501,712 loss on issuance of a senior secured convertible note.
- As of March 31, 2026, La Rosa reported a total stockholders’ deficit of $7,499,411 and is working to regain compliance with Nasdaq’s $5,000,000 market value of listed securities requirement.
Filing Explained
For liquidity context, the filing reports cash and cash equivalents of
8-K Event Classification
Key Figures
Key Terms
Series E Convertible Preferred Stock financial
Rule 506(b) under Regulation D regulatory
Nasdaq Listing Rule regulatory
market value of listed securities regulatory
senior secured convertible note financial
noncontrolling interest in subsidiaries financial
Earnings Snapshot
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What preferred stock financing did La Rosa Holdings (LRHC) complete on July 31, 2026?
How did La Rosa Holdings (LRHC) perform financially in Q1 2026?
What major non-operating charge affected La Rosa Holdings (LRHC) in Q1 2026?
What is La Rosa Holdings’ (LRHC) balance sheet position as of March 31, 2026?
How is La Rosa Holdings (LRHC) addressing Nasdaq’s market value of listed securities rule?
What growth did La Rosa Holdings (LRHC) see in its commercial real estate brokerage business in Q1 2026?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
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 | ||
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 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On July 31, 2026, La Rosa Holdings Corp., a Nevada corporation (the “Company”), and an institutional investor (the “Investor”) entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company agreed to issue to the Investor 150 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. The Company filed a Certificate of Designation of Rights and Preferences of the Series E Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada on July 9, 2026, as disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 10, 2026, as amended by the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2026 (the “Series E Current Report”). On July 31, 2026, the Company issued the Investor 150 shares of Series E Preferred Stock and received aggregate gross proceeds of $150,000. For a description of the Series E Preferred Stock, refer to the Certificate of Designation, which was filed as Exhibit 3.1 to the Series E Current Report.
The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.02 Results of Operations and Financial Condition.
On August 3, 2026, the Company issued a press release announcing certain business and financial highlights for the fiscal quarter ended March 31, 2026.
Item 3.02. Unregistered Sale of Equity Securities.
The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Company issued the Series E Preferred Stock to the Investor pursuant to the exemption from the registration requirements of the Securities Act available to the Company under Rule 506(b) under Regulation D promulgated thereunder.
1
Item 8.01 Other Events.
Press Release
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.
2022 Plan Amendment and Nasdaq MVLS Rule
The Company is also considering an amendment to its Second Amended and Restated 2022 La Rosa Holdings Corp. Equity Incentive Plan (the “2022 Plan”) and is currently evaluating alternative options intended to bring the Company into compliance with the Nasdaq Listing Rule requiring a minimum market value of listed securities of $5,000,000 (the “MVLS Rule”), including, but not limited to, debt to equity exchanges of existing or new liabilities and vendor payables, strategic transactions that may include the issuance of common stock in excess of 19.99% of current outstanding common stock, completion of equity financings, issuance of shares to certain existing or new advisors and/or M&A targets of the Company, and public listing of another class of Company securities. The Company has not finalized any specific course of action, and there can be no assurance as to the timing or outcome of these efforts.
The disclosures under Item 8.01, including Exhibit 99.1 hereto, are 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.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the Company’s plans, expectations and intentions with respect to the 2022 Plan Amendment, the Company’s efforts to regain compliance with the MVLS Rule (including potential debt-to-equity exchanges, strategic transactions, equity financings, share issuances and the potential listing of another class of securities), the terms, conversion and redemption of the Series E Preferred Stock, and other statements that are not historical facts. These statements are based on the Company’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated, including, among others, the Company’s ability to finalize or complete any of the alternatives described above, market conditions, dilution to existing stockholders, continued Nasdaq listing compliance, and other risks described from time to time in the Company’s filings with the SEC. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
2
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1*^ | Form of the Securities Purchase Agreement, between the Company and investor, dated as of July 31, 2026. | |
| 99.1 | Press Release of La Rosa Holdings Corp., dated August 3 2026. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
| * | Certain personal information in this Exhibit has been omitted in accordance with Regulation S-K Item 601(a)(6). |
| ^ | Schedules and similar attachments have been omitted pursuant to Regulation S-K Item 601(a)(5). The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request. |
3
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: August 3, 2026 | LA ROSA HOLDINGS CORP. | |
| By: | /s/ Joseph La Rosa | |
| Name: | Joseph La Rosa | |
| Title: | Chief Executive Officer | |
4
Exhibit 99.1
La Rosa Holdings Corp. Reports First Quarter 2026 Financial Results
Gross Profit Increased 29.6% Year-Over-Year to Approximately $2.0 Million in Q1 2026
Commercial Real Estate Brokerage Revenue Increased 379.3% Year-Over-Year to $273 Thousand in Q1 2026
Loss from Operations Improved 46.5% Year-Over-Year To $2.5 Million, Compared To $4.7 Million in the Prior-Year Period
Celebration, FL – August 3, 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 first quarter ended March 31, 2026.
Q1 2026 Financial Highlights
| ● | Real Estate Brokerage Services (Commercial) revenue increased by approximately $216 thousand to $273 thousand, or approx. 379.3% for the first quarter ended March 31, 2026 from $57 thousand for the first quarter ended March 31, 2025 |
| ● | Title Settlement and Insurance revenue increased by approximately $22 thousand to $99 thousand, or approx. 28.4% for the first quarter ended March 31, 2026 from $77 thousand for the first quarter ended March 31, 2025 |
| ● | Gross profit increased by approximately $456 thousand, or 29.6%, year-over-year, to $2.0 million for the first quarter ended March 31, 2026 from $1.5 million for the first quarter ended March 31, 2025 | |
| ● | Total operating expenses decreased 27.6% year-over-year to $4.7 million from $6.2 million | |
| ● | Loss from operations improved 46.5% to $2.5 million, compared to a loss of $4.7 million in the prior-year period | |
| ● | As of March 31, 2026, the Company had unrestricted cash of approximately $1.7 million compared to $3.1 million as of December 31, 2025 | |
| ● | Reported $8.1 million in digital assets on the balance sheet as of March 31, 2026, compared to no digital asset holdings in the prior-year period |
Joe La Rosa, CEO of La Rosa, commented, “Our first quarter results reflect continued progress in strengthening the quality of our business. While market conditions impacted overall revenue, we delivered meaningful improvements in our operating performance, with gross profit increasing nearly 30%, operating expenses declining 27.6%, and our loss from continuing operations improving by more than 46% year over year. We also continued to see strong momentum in our commercial real estate brokerage business, where revenue increased more than 379%, and further growth in our title services business. These results demonstrate the benefits of our disciplined approach to expense management, operational efficiency, and expanding higher-margin revenue streams across our platform.”
“Beyond our operating performance, we remain focused on executing our long-term strategic vision. During the quarter, we established an $8.1 million digital asset position on our balance sheet, further strengthening our strategic asset base as we continue to evaluate opportunities that can enhance long-term shareholder value. We also continue to make progress on our proposed acquisition of Consensus Core Technologies, which we believe would position La Rosa at the intersection of real estate and next-generation AI infrastructure. While the previously announced letter of intent remains non-binding and there can be no assurance that a definitive agreement will be executed or the transaction ultimately completed, we are encouraged by the progress of our discussions and continue working toward a definitive agreement which we expect in the near term, subject to customary approvals and closing conditions,” concluded Mr. La Rosa.
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 March 31, 2026, 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)
2
La Rosa Holdings Corp. and Subsidiaries
Condensed Consolidated Balance Sheets
| March 31, 2026 | December 31, | |||||||
| (unaudited) | 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 1,742,636 | $ | 3,086,770 | ||||
| Restricted cash | 4,216,319 | 1,758,531 | ||||||
| Digital assets, restricted | 8,142,127 | — | ||||||
| Accounts receivable, net of allowance for credit losses of $308,003 and $179,643, respectively | 1,611,589 | 1,252,452 | ||||||
| Notes receivable | 462,567 | — | ||||||
| Other current assets | 22,812 | 15,601 | ||||||
| Total current assets | 16,198,050 | 6,113,354 | ||||||
| Noncurrent assets: | ||||||||
| Restricted cash, net of current | 123,250 | 58,972 | ||||||
| Property and equipment, net | 3,703 | 6,094 | ||||||
| Right-of-use asset, net | 872,690 | 963,991 | ||||||
| Intangible assets, net | 3,074,427 | 4,425,042 | ||||||
| Goodwill | 528,545 | 1,831,197 | ||||||
| Other long-term assets | 43,043 | 44,867 | ||||||
| Total noncurrent assets | 4,645,658 | 7,330,163 | ||||||
| Total assets | $ | 20,843,708 | $ | 13,443,517 | ||||
| Liabilities, Series X Preferred Stock Subject to Redemption and Stockholders’ Deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 3,260,018 | $ | 2,895,861 | ||||
| Accrued expenses | 449,670 | 83,876 | ||||||
| Contract liabilities | 195,196 | 171,100 | ||||||
| Security deposits and escrow payable | 2,021,624 | 1,758,531 | ||||||
| Accrued acquisition cash consideration | — | 30,000 | ||||||
| Notes payable, current | 5,677,803 | 148,757 | ||||||
| Lease liability, current | 458,950 | 486,481 | ||||||
| Total current liabilities | 12,063,261 | 5,574,606 | ||||||
| Noncurrent liabilities: | ||||||||
| Note payable, net of current | 15,710,797 | 7,143,803 | ||||||
| Security deposits and escrow payable | 123,250 | 58,972 | ||||||
| Lease liability, noncurrent | 445,811 | 514,388 | ||||||
| Total noncurrent liabilities | 16,279,858 | 7,717,163 | ||||||
| Total liabilities | 28,343,119 | 13,291,769 | ||||||
| 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 | — | 2,000,000 | ||||||
| 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 | 1 | 1 | ||||||
| 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 | 43 | 1 | ||||||
| Additional paid-in capital | 61,742,120 | 51,010,523 | ||||||
| Accumulated deficit | (70,554,852 | ) | (57,099,883 | ) | ||||
| Total stockholders’ deficit – La Rosa Holdings Corp. stockholders | (8,812,688 | ) | (6,089,358 | ) | ||||
| Noncontrolling interest in subsidiaries | 1,313,277 | 4,241,106 | ||||||
| Total stockholders’ deficit | (7,499,411 | ) | (1,848,252 | ) | ||||
| Total liabilities, Series X Subject to Redemption and stockholders deficit | $ | 20,843,708 | $ | 13,443,517 | ||||
3
La Rosa Holdings Corp. and Subsidiaries
Condensed Consolidated Statements of Operations
(unaudited)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | 13,575,606 | $ | 14,635,774 | ||||
| Cost of revenue | 11,582,179 | 13,098,106 | ||||||
| Gross profit | 1,993,427 | 1,537,668 | ||||||
| Operating expenses: | ||||||||
| Sales and marketing | 409,277 | 563,149 | ||||||
| General and administrative | 3,971,654 | 3,727,525 | ||||||
| Stock-based compensation — general and administrative | 109,726 | 1,914,851 | ||||||
| Total operating expenses | 4,490,657 | 6,205,525 | ||||||
| Loss from operations | (2,497,230 | ) | (4,667,857 | ) | ||||
| Other income (expense) | ||||||||
| Interest expense, net | (5,779 | ) | (24,341 | ) | ||||
| Loss on extinguishment of debt | — | (151,925 | ) | |||||
| Amortization of debt discount | — | (63,160 | ) | |||||
| Change in fair value of derivative liability | — | 899,874 | ||||||
| Loss on issuance of senior secured convertible note | (10,501,712 | ) | (128,836,250 | ) | ||||
| Change in fair value of convertible note and warrants | (181,902 | ) | 37,145,000 | |||||
| Fair value of settlement of contract based equity issuances | (61,096 | ) | — | |||||
| Loss on disposition of noncontrolling interest in subsidiary | (217,657 | ) | — | |||||
| Other expense, net | — | (226 | ) | |||||
| Loss from operations before provision for income taxes | (13,465,376 | ) | (95,698,885 | ) | ||||
| Provision for income taxes | — | — | ||||||
| Net loss | (13,465,376 | ) | (95,698,885 | ) | ||||
| Less: Net (loss) income attributable to noncontrolling interests in subsidiaries | (10,407 | ) | 17,694 | |||||
| Net loss after noncontrolling interest in subsidiaries | (13,454,969 | ) | (95,716,579 | ) | ||||
| Less: Deemed dividend | 2,657,580 | 186,233 | ||||||
| Net loss attributable to common stockholders | $ | (16,112,549 | ) | $ | (95,902,812 | ) | ||
| Loss per share of common stock attributable to common stockholders | ||||||||
| Basic and diluted | $ | (72.03 | ) | $ | (46,896.24 | ) | ||
| Weighted average shares used in computing net loss per share of common stock attributable to common stockholders | ||||||||
| Basic and diluted | 223,701 | 2,045 | ||||||
4