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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): April 24, 2026
LA ROSA HOLDINGS CORP.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-41588 |
|
87-1641189 |
| (State
or other jurisdiction |
|
(Commission
File Number) |
|
(IRS
Employer |
| of
incorporation) |
|
|
|
Identification
No.) |
| 1420 Celebration Blvd., 2nd Floor |
|
|
| Celebration,
Florida |
|
34747 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(321)
250-1799
(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 (see General Instruction A.2. below):
| ☐ |
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 4.02 Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
On April 24, 2026, the Audit Committee (the “Committee”)
of the Board of Directors of La Rosa Holdings Corp. and Subsidiaries (the “Company”),in connection with the preparation of
our consolidated financial statements for the years ended December 31, 2025,concluded that corrections are required to revenues and cost
of revenue recognition in its previously issued condensed consolidated statement of operations for the year ended December 31, 2024 included
in its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Period”), and unaudited condensed consolidated
financial statements for the quarters ended March 31, 2024 through September 30, 2025 included in its Quarterly Reports on Form 10-Q (the
“Interim Periods”, which, together with the Annual Period, the “Affected Periods”).
The Committee concluded that certain property
management fee revenue was recorded inclusive of tenant revenues on a gross basis. Upon review of the underlying contractual arrangements
and evaluation under ASC 606, Revenue from Contracts with Customers, management concluded that the Company acted as an agent rather than
as a principal for a significant portion of these arrangements. As a result, the Company will restate revenues during the Affected Periods
to adjust property management revenue to the fees received (the “Revenues Adjustment”).
Additionally, the Company has determined that costs
of revenue should be reduced equivalently to the amount of the revenues restated, as a result, the Company has recorded an adjustment
to its consolidated financial statements during the Affected Periods as the Company was previously presented payments related to tenant
revenues as cost of revenues.
The Company will restate its audited consolidated
financial statements as of, and for the fiscal year ended December 31, 2024. The cumulative effect of this correction is a decrease in
gross property management fee revenue of $10.8 million, with a corresponding reduction to cost of revenue for fiscal year ended December
31, 2024.
These adjustments reduce overall revenue and cost
of sale while leaving gross margin intact resulting in an increase to the percentage of gross margin for the company for the fiscal year
ended December 31, 2024 from 8.57% to 10.14%
The Board has discussed the matters disclosed
in this Current Report on Form 8-K with CBIZ CPAs P.C., the Company’s independent registered public accounting firm.
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 24, 2026 |
LA ROSA HOLDINGS CORP. |
| |
|
|
| |
By: |
/s/ Joseph La Rosa |
| |
Name: |
Joseph La Rosa |
| |
Title: |
Chief Executive Officer |
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