LRHC on Nasdaq

La Rosa Holdings

La Rosa Holdings is a holding company founded in 2004.1 It is headquartered in Celebration, Florida.1 Its shares trade on Nasdaq under the symbol LRHC.1

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Last updated Oct 21, 2026.

Overview

2004Founded1

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  • TickerLRHC on Nasdaq1
  • Industryreal estate industry1
  • HeadquartersCelebration, Florida1
  • Websitelarosaholdings.com
  • Incorporated inNV3
  • Business address1420 Celebration Blvd, Ste 200, Celebration, Fl 347473
  • Filer category, Emerging growth company3
  • Legal formCorporation
La Rosa Holdings image from its website
Image: larosaholdings.com5

La Rosa Realty NC LLC. In January 2025, we formed LR Luxury, LLC, engaged mostly in the residential real estate brokerage business.6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

10.2%Gross margin7
-29.7%Operating margin7
-44.6%Net margin7
16.7%Revenue growth, 20257

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Business segments

Real Estate Residential Brokerage Services brought in 97% of the revenue La Rosa Holdings broke down this way in fiscal 2025.

  1. Real Estate Residential Brokerage Services$66.5M797%up 17% from 2024
  2. Real Estate Commercial Brokerage Services$694.1K71%up 112% from 2024
  3. Coaching Services$443.9K71%down 22% from 2024
  4. Property Management$395.3K71%up 13% from 2024
  5. Title Settlement And Insurance$297.7K70%up 259% from 2024
  6. Franchising Services$129.7K70%down 61% from 2024
Business segments by year
Business segments20242025
Real Estate Residential Brokerage Services$57.0M$66.5M
Real Estate Commercial Brokerage Services$327.9K$694.1K
Coaching Services$568.5K$443.9K
Property Management$348.7K$395.3K
Title Settlement And Insurance$83.0K$297.7K
Franchising Services$329.1K$129.7K

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue90¢$61.5M
  • Other costs10¢$7.0M

Out of $68.5M in revenue.7 The company lost money this year.

Financial statements

Revenue897$68.5M in 2025+161% since 2022
0$20.0M$40.0M$60.0M$80.0M2022: $26.2M$26.2M20222023: $31.8M$31.8M2023+21%2024: $58.7M$58.7M2024+85%2025: $68.5M$68.5M2025+17%
Gross profit897$7.0M in 2025+176% since 2022
0$2.0M$4.0M$6.0M$8.0M2022: $2.5M$2.5M20222023: $2.8M$2.8M2023+13%2024: $6.0M$6.0M2024+110%2025: $7.0M$7.0M2025+17%
Operating income897-$20.3M in 2025+914% since 2022
-$30.0M-$20.0M-$10.0M02022: -$2.0M-$2.0M20222023: -$7.1M-$7.1M2023+254%2024: -$11.2M-$11.2M2024+58%2025: -$20.3M-$20.3M2025+82%
Net income897-$30.5M in 2025+1216% since 2022
-$40.0M-$30.0M-$20.0M-$10.0M02022: -$2.3M-$2.3M20222023: -$7.8M-$7.8M2023+237%2024: -$14.4M-$14.4M2024+85%2025: -$30.5M-$30.5M2025+111%

Every line of the income statement as filed: the last 2 fiscal years, latest first.7

Period ending2025-12-312024-12-31
Revenue$68.5M$58.7M
Cost of revenue$61.5M$52.7M
Gross profit$7.0M$6.0M
Sales and marketing$1.5M$1.0M
General and administrative$13.9M$10.6M
Stock-based compensation general and administrative$5.0M$4.7M
Impairment of goodwill and intangibles$6.9M$787.4K
Total operating expenses$27.3M$17.2M
Loss from operations-$20.3M-$11.2M
Interest expense, net$243.8K-$403.4K
Gain (loss) on extinguishment of debt$4.0M-$777.6K
Amortization of debt discount-$63.2K-$649.1K
Change in fair value of derivative liability$899.9K-$1.3M
Loss on issuance of senior secured convertible note and warrants-$128.8M
Change on fair value of convertible note and warrants$31.2M
Gain on settlement of incremental warrants$82.3M
Other income, net$258.0K$15.7K
Loss before income taxes-$30.4M-$14.3M
Net loss-$30.4M-$14.3M
Less: Net income attributable to noncontrolling interests in subsidiaries$134.1K$97.6K
Net loss after noncontrolling interest in subsidiaries-$30.5M-$14.4M
Less: Deemed dividend$2.3M$1.5M
Net loss attributable to common stockholders-$32.8M-$15.9M
Basic (in Dollars per share)-$3,531.00-$7,844.00
Diluted (in Dollars per share)-$3,531.00-$7,844.00
Basic (in Shares)9.3K shares2.0K shares
Diluted (in Shares)9.3K shares2.0K shares

Compare La Rosa Holdings with another company

Corporate structure

La Rosa Holdings sits at the top of its group. 4 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of La Rosa Holdings

  • ATW Partners Opportunities Management, LLC Filed SCHEDULE 13G/A on La Rosa Holdings, latest Oct 7, 2026 (2 filings since Feb 11, 2026)
  • Eric Benaim Filed SCHEDULE 13D on La Rosa Holdings, latest Jun 23, 2026
  • SZOP Opportunities Management LLC Filed SCHEDULE 13G on La Rosa Holdings, latest Feb 19, 2026
  • Carlos G. Bonilla Filed SCHEDULE 13G/A on La Rosa Holdings, latest Feb 7, 2025 (2 filings since Jan 17, 2024)
  • La Rosa Holdings Celebration, Florida
    • La Rosa Realty Subsidiary · Texas, United States
    • La Rosa Realty North Subsidiary · Florida, United States
    • LR Realty Subsidiary · Spain

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What La Rosa Holdings reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, net$6.1K7 Dec 31, 2025$9.4K7 Dec 31, 2024−35.2%
Operating-lease assets (leased space)$964.0K7 Dec 31, 2025$997.7K7 Dec 31, 2024−3.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$3.1M7 Dec 31, 2025$1.4M7 Dec 31, 2024+113.9%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$1.8M7 Dec 31, 2025$8.0M7 Dec 31, 2024−77.1%
Intangible assets, net (excluding goodwill)$4.4M7 Dec 31, 2025$5.8M7 Dec 31, 2024−24.2%
Finite-lived intangibles, gross$6.9M7 Dec 31, 2025$6.9M7 Dec 31, 20240%
Accumulated amortization$1.8M7 Dec 31, 2025$1.1M7 Dec 31, 2024+63.4%
Finite-lived intangibles, net$4.4M7 Dec 31, 2025$5.8M7 Dec 31, 2024−24.2%

Properties, in its own words

We lease our principal executive office, which is located in the La Rosa Building at 1420 Celebration Boulevard, 2nd Floor, Celebration, Florida 34747. Our total office space at the principal executive office is approximately 3,000 square feet consisting of an open agent bullpen and technology and print resource area, private and group offices for staff, storage, a conference room, and several multi-purpose spaces including a media set, Zoom room, and a training / large conference room. During 2023, we began leasing additional office space for our subsidiary, La Rosa Realty, on the first floor of the La Rosa Building totaling 1,900 square feet. The Company leases this corporate office from an entity controlled by the Company’s Chief Executive Officer, Joseph La Rosa, and Michael La Rosa, a former Board member of the Company and Mr. La Rosa’s brother. There was a written lease, which included minimum monthly rent of $5,300, with a term that ended in June 2025. The parties have agreed to continue on a month-to-month basis.

Our business does not require significant property space. As a real estate brokerage business, we support our agents primarily via mobile technology and video conferencing. However, we do create a primary location for each of our subsidiaries. We lease all our space, as we are flexible on how the space is utilized. Our subsidiaries have space that range from 360 square feet to 4,700 square feet, with relatively short terms, so as to minimize our rental expense given our ability to easily relocate. The aggregate rent expense of the Company for the years ending December 31, 2025 and December 31, 2024 was $181,929 and $139,200, respectively.

The rest of Item 2

We believe our office space is adequate for at least the next 12 months.

In addition, in February 2026, we entered into a contract to acquire a strategically located parcel of land in Osceola County, one of the fastest-growing regions in Central Florida. There can be no assurances that such transaction will be consummated.

Item 2 of the 10-K filed Jun 4, 2026.6

Leadership

Who has led La Rosa Holdings, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (11)

Named in SEC Form D filings

People the company listed in its private-offering notices.

  • Chief Operating OfficerDeana La Rosa named Jan 16, 2026 to Sep 25, 202627
  • Director, Chief Executive Officer, Interim Chief Financial OfficerJoseph La Rosa named Jan 5, 2023 to Sep 25, 202627
  • Chief Operating OfficerDeana Jose La Rosa named Mar 12, 2026 to Aug 20, 202628
  • DirectorMICHAEL A. LA ROSA named Jan 5, 2023 to Jan 16, 202629

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • LR Realty Spain, S.L.4
  • La Rosa Realty Texas, LLC4
  • La Rosa Realty North Florida, LLC4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Oct 1, 20268-K Entered a material agreement; Completed an acquisition or sale; Unregistered sale of shares30
  2. Sep 29, 20268-K Executive or director change31
  3. Sep 18, 20268-K Change of auditor32
  4. Sep 16, 20268-K Entered a material agreement; Unregistered sale of shares33
  5. Sep 8, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Regulation FD disclosure34
  6. Aug 25, 20268-K Results of operations; Listing notice or transfer; Other events35
  7. Aug 18, 20268-K Entered a material agreement; Unregistered sale of shares36
  8. Aug 3, 20268-K Entered a material agreement; Results of operations; Unregistered sale of shares37
  9. Jul 29, 20268-K Other events38
  10. Jul 16, 20268-K Entered a material agreement; Unregistered sale of shares; Bylaws or fiscal year changed39
  11. Jul 10, 20268-K Entered a material agreement; Unregistered sale of shares; Bylaws or fiscal year changed40
  12. Jun 12, 20268-K Listing notice or transfer41
  13. Oct 4, 2023New chief executive Rosa Joseph La becomes CEO12
  14. 2004Founded Founded1

Calendar

When it reported results

  1. Aug 25, 2026Reported quarterly or annual results35
  2. Aug 3, 2026Reported quarterly or annual results37
  3. Jun 5, 2026Reported quarterly or annual results42
  4. Apr 15, 2026Reported quarterly or annual results43
  5. Jan 23, 2026Reported quarterly or annual results44
  6. Dec 22, 2025Reported quarterly or annual results45
  7. Nov 20, 2025Reported quarterly or annual results46
  8. Aug 19, 2025Reported quarterly or annual results47

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

349 filings to the SEC since October 2021: 3 annual reports, 9 quarterly reports, 106 major events, 55 insider forms, 6 large holders, 16 private raises, 154 other. The latest 20:

  1. Oct 14, 2026D EDGAR
  2. Oct 14, 2026D EDGAR
  3. Oct 9, 2026PRE 14C PRELIMINARY INFORMATION STATEMENT EDGAR
  4. Oct 7, 2026SCHEDULE 13G/A EDGAR
  5. Oct 1, 20268-K CURRENT REPORT EDGAR
  6. Sep 30, 20263 EDGAR
  7. Sep 29, 20268-K CURRENT REPORT EDGAR
  8. Sep 25, 2026D EDGAR
  9. Sep 18, 20268-K CURRENT REPORT EDGAR
  10. Sep 16, 20268-K CURRENT REPORT EDGAR
  11. Sep 8, 20268-K CURRENT REPORT EDGAR
  12. Aug 25, 20268-K CURRENT REPORT EDGAR
  13. Aug 21, 202610-Q EDGAR
  14. Aug 20, 2026D EDGAR
  15. Aug 18, 20268-K CURRENT REPORT EDGAR
  16. Aug 14, 2026NT 10-Q NOTIFICATION OF LATE FILING EDGAR
  17. Aug 13, 2026D EDGAR
  18. Aug 3, 20268-K CURRENT REPORT EDGAR
  19. Jul 31, 202610-Q EDGAR
  20. Jul 29, 20268-K CURRENT REPORT EDGAR

The 349 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

6 open-market trades by officers, directors and large owners since October 2021: 3 buys and 3 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 2, 2026HRT FINANCIAL LP10% ownerSale8,368$1.09$9.1KForm 4
Feb 27, 2026HRT FINANCIAL LP10% ownerBuy14,584$1.07$15.6KForm 4
Jul 17, 2025LA ROSA JOSEPHCEO, interim CFOBuy75,000$7.64$573.0KForm 4
Jul 7, 2025LA ROSA JOSEPHCEO, interim CFOBuy75,000$7.64$573.0KForm 4
Feb 7, 2025SANTOS ALEXCHIEF TECHNOLOGY OFFICERSale26Form 4
Sep 13, 2024SANTOS ALEXCHIEF TECHNOLOGY OFFICERSale9,611$0.89$8.6KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024FounderPresident and Chief Executive Officer (PEO), and Interim Chief Financial Officer$500.0K$2.9M52
2024Chief Operations Officer$250.0K$649.0K52
2024Chief Financial Officer$247.5K$272.5K52
2024Chief Technology Officer$180.0K$202.9K52
2023Joseph La Rosa,47$500.0K$1.9M52
2023Kent MetzrothExecutive Vice President and$330.0K52
2023Alex Santos,43$178.3K$239.2K52
2023Deana La Rosa,54$62.5K52

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$14.0M 2021–2026
Money received by yearMoney received by year, 2021–2026: $14.0M in all. Private raises (Form D) $14.0M.$0$5M$10M$15M2021 · Private raises (Form D): $616.0K20212022 · Private raises (Form D): $250.0K2023 · Private raises (Form D): $703.0K20232025 · Private raises (Form D): $11.0M20252026 · Private raises (Form D): $1.4M2026
Figures by year
YearPrivate raises (Form D)Total
2026$1.4M$1.4M
2025$11.0M$11.0M
2023$703.0K$703.0K
2022$250.0K$250.0K
2021$616.0K$616.0K

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Sep 15, 2026Raised $200,000 in a private offering of equity27 Form D: $9.4 million offered in all Form D
  2. Aug 18, 2026Raised $210,000 in a private offering of equity28 Form D: 1 investor so far Form D
  3. Jul 31, 2026Raised $150,000 in a private offering of equity53 Form D: 1 investor so far Form D
  4. Jul 9, 2026Raised $250,000 in a private offering of equity54 Form D: 1 investor so far Form D
  5. May 27, 2026Raised $500,000 in a private offering of equity55 Form D: 1 investor so far Form D
  6. Mar 4, 2026Raised $100,000 in a private offering of equity56 Form D: 1 investor so far Form D
  7. Nov 12, 2025Raised $11 million in a private offering of debt29 Form D: $250 million offered in all Form D
  8. Feb 16, 2023Raised $703,000 in a private offering of equity57 Form D: $11 million offered in all Form D
  9. Aug 22, 2022Raised $250,000 in a private offering of debt58 Form D: 1 investor so far Form D
  10. Jul 22, 2021Raised $616,000 in a private offering of securities59 Form D: 23 investors so far Form D

SEC filer profile

How La Rosa Holdings is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARLa Rosa Holdings Corp.2
  • CIK0001879403
  • Employer ID (EIN)87-16411896
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company6
  • Incorporated inNevada6
  • Fiscal year endsDecember 312
  • Industry code (SIC)6531 Real Estate Agents & Managers (For Others)2
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance2
  • Business address1420 Celebration Blvd, Ste 200, Celebration, FL 347472
  • Phone407-592-46672
  • Shares outstanding3,317,834 as of Aug 20, 202611
  • Public float$7.6M as of Jun 30, 20256
  • AuditorCBIZ CPAs P.C., Saddle Brook, New Jersey PCAOB ID 199; no auditor attestation of internal control over financial reporting6
  • On EDGAR sinceDec 17, 20212
  • Filings349 in all: 8-K (98), 4 (33), CORRESP (32), UPLOAD (23), S-1/A (21), 3 (15), D (12), 10-Q (9)2
    All 39 form types

    EFFECT (9), PRE 14C (9), S-1 (9), 8-K/A (8), DEF 14C (8), 424B3 (7), NT 10-Q (7), 425 (6), 3/A (4), D/A (4), 10-K (3), 4/A (3), FWP (3), NT 10-K (3), S-8 (3), DEF 14A (2), DRS (2), SCHEDULE 13G (2), SCHEDULE 13G/A (2), 144 (1), 424B1 (1), 424B5 (1), 8-A12B (1), 8-A12B/A (1), CERT (1), DRS/A (1), NT 10-K/A (1), RW (1), S-3 (1), SC 13G (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Jun 4, 2026
    Quarterly report (10-Q) Aug 21, 2026
    Proxy statement (DEF 14A) Oct 28, 2025
    Latest 8-K (8-K) Oct 1, 2026

Securities registered for trading

ClassSymbolExchange
Common StockLRHCNasdaq

From the cover page of the 10-K filed Jun 4, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks La Rosa Holdings names in Item 1A of its 10-K filed Jun 4, 2026: 56 risks under these headings, as written.6

  • Risks Related to Our Business and Operations
  • Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
  • We have a limited operating history with financial results that may not be indicative of future performance, and our revenue growth rate is likely to slow down as our business matures and may slow down due to the recent antitrust litigation.
  • Impairment of goodwill and intangible assets may adversely impact future results of operations.
  • If we fail to raise additional capital, our ability to implement our business model and strategy could be compromised.
  • The residential real estate market is cyclical, and we can be negatively impacted by downturns in this market and by general economic conditions.
  • The lack of financing for homebuyers in the U.S. residential real estate market at favorable rates and on favorable terms has had a material adverse effect on our financial performance and results of operations.
  • The housing market is currently in flux with higher mortgage interest rates and generally increasing home prices which makes it difficult to predict future market trends. Any decrease in home sales in the future will have an adverse effect on our financial performance and results of operations.
  • We may fail to successfully execute our strategies to grow our business, including increasing our agent count, expanding the number of our franchisees and agents, or we may fail to manage our growth effectively, which could have a material adverse effect on our brand, our financial performance and results of operations.
  • The failure to attract and retain highly qualified franchisees and to acquire and open new corporate offices could compromise our ability to pursue our growth strategy.
  • We might not be able to attract and retain additional qualified agents and other personnel.
  • A significant adoption by consumers of alternatives to full-service agents or loan originators could have a material adverse effect on our business, prospects and results of operations.
The other 45 risks
  • Competition in the residential real estate franchising business is intense and may adversely affect our financial performance.
  • Our Company owned brokerage business is subject to competitive pressures.
  • Our financial results are affected directly by the operating results of franchisees and agents, over whom we do not have direct control.
  • We are dependent upon the truthfulness of our franchisees to provide accurate reports and accounting to us.
  • Failing to develop and maintain a positive relationship with our franchisees, agents and loan originators could compromise our ability to maintain or expand or franchisee network.
  • Our franchise model can be subject to particular litigation risks.
  • Our franchise operations are subject to additional business risks.
  • Our operating results are subject to seasonality and vary significantly among quarters during each calendar year, making meaningful comparisons of successive quarters difficult.
  • A significant increase in private sales of residential property, including through the internet, could have a material adverse effect on our business, prospects and results of operations.
  • The real estate brokerage business is highly regulated and any failure to comply with such regulations or any changes in such regulations could adversely affect our business.
  • Adverse U.S. and global market, economic and political conditions, including the ongoing conflict between Ukraine and Russia, recent conflicts in the Middle East and other events or circumstances beyond our control could have a material adverse effect on us.
  • Climate change and environmental risks could increase our costs and subject us to liability.
  • We are subject to risks of operating in foreign countries.
  • We depend substantially on our Founder, Joseph La Rosa, and our Chief Operating Officer, Deana La Rosa, and the loss of any our senior management or other key employees or the inability to hire additional qualified personnel could adversely affect our operations, our brand and our financial performance.
  • Concentration of ownership of our voting stock by Mr. La Rosa will prevent new investors from influencing significant corporate decisions.
  • Mr. La Rosa will control all matters that come before the stockholders for a vote and thus we are a “controlled company” within the meaning of the Nasdaq listing requirements and, as a result, the Company will qualify for exemptions from certain corporate governance requirements. If we take advantage of such exemptions, you will not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.
  • Infringement, misappropriation, or dilution of our intellectual property could harm our business.
  • We are subject to certain risks related to litigation filed by or against us, and adverse results may harm our business and financial condition.
  • Adverse outcomes in litigation and regulatory actions against the NAR, other real estate brokerage companies and agents in our industry could adversely impact our financial results.
  • Security breaches, interruptions, delays and failures in our systems and operations could materially harm our business.
  • If we attempt to, or acquire other complementary businesses, we will face certain risks inherent with such activities.
  • If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) as a result of our ownership of our subsidiaries, applicable restrictions could make it impractical for us to continue our business as contemplated and could have an adverse effect on our business.
  • Risks Related to Cryptocurrencies and Digital Assets
  • The continuing development and acceptance of digital assets and distributed ledger technology are subject to a variety of risks.
  • Digital assets represent a new and rapidly evolving industry, and the market price of our Common Stock may in the future be impacted by the acceptance of stablecoins and other digital assets.
  • Due to a lack of familiarity and some negative publicity associated with digital asset trading platforms, existing and potential customers, counterparties and regulators may lose confidence in digital asset trading platforms.
  • The foreign and U.S. tax treatment of transactions in digital assets is unclear.
  • Blockchain networks, digital assets and the digital asset trading platforms on which these assets are traded are dependent on internet and other blockchain infrastructure, which are susceptible to system failures, security risks and rapid technological change.
  • If we hold digital assets through custodial arrangements or otherwise rely on private keys in the future, the loss, theft, destruction, or compromise of such private keys could result in the loss of digital assets and other adverse consequences.
  • Risks Associated with Our Capital Stock
  • We are currently listed on The Nasdaq Capital Market. Our failure to maintain our compliance with Nasdaq’s continued listing standards or other requirements could result in our Common Stock being delisted from Nasdaq, which could adversely affect our liquidity and the trading volume and market price of our Common Stock and decrease or eliminate your investment.
  • The market price for our Common Stock may be particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, and minimal profits, which could lead to wide fluctuations in our share price.
  • Certain shares previously issued and sold under our Third Amended and Restated La Rosa Holdings Corp. 2022 Agent Incentive Plan may have been sold in violation of federal and state securities laws and may be subject to rescission rights and other penalties, requiring us to repurchase shares sold thereunder.
  • Future issuances of debt securities, which would rank senior to our Common Stock upon our bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our Common Stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our Securities.
  • If our securities become subject to the penny stock rules, it would become more difficult to trade our shares.
  • We may have violated Section 13(k) of the Exchange Act (implementing Section 402 of the Sarbanes-Oxley Act of 2002) and may be subject to sanctions as a result.
  • We are an “emerging growth company” and a “smaller reporting company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
  • Our status as an “emerging growth company” under the JOBS Act may make it more difficult to raise capital as and when we need it.
  • If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
  • We do not expect to pay dividends in the future, and any return on investment may be limited to the value of our stock.
  • Risks Relating to the Restatement of the Prior Financial Statements
  • We have concluded that certain of our previously issued financial statements should not be relied upon and have restated them, which was time-consuming, expensive and could expose us to additional risks that could have a negative effect on us.
  • The restatement of the Prior Financial Statements may lead to future stockholder litigation.
  • If we continue to fail to maintain an effective system of disclosure controls and fail to maintain an effective system of internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
  • General Risks
  • If we fail to protect the privacy of employees, independent contractors, or consumers or personal information that they share with us, our reputation and business could be significantly harmed.
  • Cybersecurity incidents could disrupt our business operations, result in the loss of critical and confidential information, adversely impact our reputation and harm our business.
  • Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful stockholder claims against us and may reduce the amount of money available to us.
  • Anti-takeover provisions in our amended and restated articles of incorporation and bylaws, as well as provisions in Nevada law, might discourage, delay or prevent a change of control of our Company or changes in our management and, therefore, depress the trading price of our securities.

Legal proceedings

From time to time the Company is involved in litigation, claims, and other proceedings arising in the ordinary course of business. Such litigation and other proceedings may include, but are not limited to, actions relating to employment law and intellectual property, commercial or contractual claims, brokerage or real estate disputes, or other consumer protection statutes, ordinary course brokerage disputes like the failure to disclose property defects, commission disputes, and vicarious liability based upon conduct of individuals or entities outside of the Company’s control, including agents and third-party contractor agents. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur.

On February 13, 2023, Mr. Mark Gracy, who served as our Chief Operating Officer from November 18, 2021 to November 15, 2022, filed a civil lawsuit in the Circuit Court of Osceola County, Florida, seeking a jury trial and claiming that the Company breached his employment agreement by reducing his salary and failing to pay him his full severance payments and is looking for payment of his alleged severance of $249,000. Original mediation was scheduled for August 25, 2025, with a second mediation set for April 28, 2026. Discovery is proceeding and the trial is set for October 2026. The Company denies the merits of the claims and intends on vigorously defending the litigation.

The opening of Item 3, Legal Proceedings.6

Sources

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    SEC EDGAROther events
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