La Rosa Holdings (LRHC) receives Nasdaq deficiency notice for delayed 10-K and 10-Q
Rhea-AI Filing Summary
La Rosa Holdings Corp. reported that Nasdaq has notified the company it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Form 10-K for the year ended December 31, 2025 and Form 10-Q for the quarter ended March 31, 2026. The company has until June 15, 2026 to submit a plan to regain compliance, and Nasdaq may grant up to October 12, 2026 for the filings to be brought current. La Rosa’s common stock remains listed on the Nasdaq Capital Market under the symbol LRHC while it works to complete the delayed reports and address continued listing requirements.
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- Nasdaq deficiency and listing risk: La Rosa Holdings is non-compliant with Nasdaq Listing Rule 5250(c)(1) due to late Form 10-K and Form 10-Q filings, triggering a formal deficiency notice and potential future listing consequences if compliance is not regained within the specified timeframe.
Insights
Nasdaq cites LRHC for late SEC reports, creating listing risk.
La Rosa Holdings has received a Nasdaq deficiency notice for not timely filing its Form 10-K for the year ended December 31, 2025 and its Form 10-Q for the quarter ended March 31, 2026. This is a formal compliance issue rather than a trading halt.
The company must submit a compliance plan by June 15, 2026. Nasdaq may, at its discretion, allow up to October 12, 2026 from the 10-K due date for La Rosa to become current. During this period, the stock remains on the Nasdaq Capital Market.
The notice highlights reporting and control execution challenges. Actual impact on shareholders depends on whether La Rosa files the delayed reports and satisfies Nasdaq’s conditions within the allowed window, as there is no assurance an extension or full cure will be granted.
8-K Event Classification
Key Figures
Key Terms
Nasdaq Listing Rule 5250(c)(1) regulatory
Form 12b-25 regulatory
continued listing requirements regulatory
Nasdaq Capital Market market
forward-looking statements regulatory
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):
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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 (see General Instruction A.2. below):
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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).
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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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed in a Form 12b-25 Notification of Late Filing (the “Form 12b-25”) filed by La Rosa Holdings Corp. (the “Company”) on May 15, 2026, the Company is delayed in filing its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Form 10-Q”) with the U.S. Securities and Exchange Commission (the “SEC”).
On May 21, 2026, the Company received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company is delinquent in filing its Form 10-Q and remains delinquent in filing its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”), the Company does not comply with Nasdaq Listing Rule 5250(c)(1), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC.
In accordance with the Notice, the Company has until June 15, 2026 to submit a plan of compliance (the “Plan”) to Nasdaq 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.
The Notice from Nasdaq has no immediate effect on the listing of the Company’s common stock and its common stock will continue to be listed on The Nasdaq Capital Market under the symbol “LRHC”. The Company intends to take the necessary steps to regain compliance with Nasdaq’s listing rules as soon as practicable and currently expects to file the Form 10-K and Form 10-Q (which would eliminate the need for the Company to submit a formal plan to regain compliance) and/or submit the Plan with Nasdaq by June 15, 2026. However, there can be no assurance that the Form 10-K and Form 10-Q will be filed within such period, the Plan will be submitted within such period, the Staff will grant the Company an exception of up to 180 calendar days from the Form 10-K’s due date, or that the Company will be able meet the continued listing requirements during any compliance period that may be granted by Nasdaq.
As required under Nasdaq Listing Rule 5810(b), the Company issued a press release on May 22, 2026, announcing that it had received the Notice. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.
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Cautionary Note Regarding Forward-Looking Statements
This report contains statements that are forward-looking and as such are not historical facts. This includes statements regarding the Company’s intention to regain compliance with the Nasdaq Listing Rule 5250(c)(1) and similar expectations, beliefs, plans, objectives, assumptions or projections of the Company and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “might,” “possible,” “potential,” “predicts,” “may,” “would,” “could,” “will” or “should” or, in each case, their negative or other variations or comparable terminology, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are based on management’s expectations, beliefs and forecasts concerning future events impacting the Company. One should carefully consider the risks and uncertainties described in the “Risk Factors” section of the Company’s latest Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and the other documents filed by the Company from time to time 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 may be required under applicable securities laws.
Item 8.01 Other Events.
As required under Nasdaq Listing Rule 5810(b), the Company issued a press release on May 22, 2026 announcing that it had received the Notice from Nasdaq. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
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.
| Exhibit No. | Description | |
| 99.1 | Press release of La Rosa Holdings Corp., dated May 22, 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). |
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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: May 22, 2026 | LA ROSA HOLDINGS CORP. | |
| By: | /s/ Joseph La Rosa | |
| Name: | Joseph La Rosa | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
La Rosa Holdings Receives Notification of Deficiency from Nasdaq Related to Delayed Filing of Quarterly Report on Form 10-Q
Celebration, FL – May 22, 2026 – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”), a real estate and PropTech enterprise, today announced that it received an expected deficiency notification letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) on May 21, 2026 (the “Notice”). The Notice indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Fiscal 2026 First Quarter Form 10-Q”) as described more fully in the Company’s Form 12b-25 Notification of Late Filing filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2026, and for remaining delinquent in filing its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Fiscal 2025 Form 10-K”). The Listing Rule requires Nasdaq-listed companies to timely file all required periodic reports with the SEC.
In accordance with the Notice, the Company has until June 15, 2026 to submit a plan to regain compliance (the “Plan”) with the Listing Rule. Following receipt of such plan, Nasdaq may grant an extension of up to 180 calendar days from the Fiscal 2025 Form 10-K’s due date, or until October 12, 2026, for the Company to regain compliance.
The Company intends to take the necessary steps to regain compliance with Nasdaq’s listing rules as soon as practicable and currently expects to file the Fiscal 2026 First Quarter Form 10-Q and the Fiscal 2025 Form 10-K (which would eliminate the need for the Company to submit a formal plan to regain compliance) and/or submit the Plan with Nasdaq by June 15, 2026. However, there can be no assurance that such reports will be filed within such period, the Plan will be submitted within such period, the Staff will grant the Company an exception of up to 180 calendar days from the Fiscal 2025 Form 10-K’s due date, or that the Company will be able meet the continued listing requirements during any compliance period that may be granted by Nasdaq.
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 24 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 regain compliance with Nasdaq Listing Rules, achieve profitable 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, 2024, 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