8-K
La Rosa Holdings Corp. (LRHC)
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): August19, 2025
| La Rosa Holdings Corp. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 001-41588 | 87-1641189 |
| --- | --- | --- |
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 1420 Celebration Blvd., 2^nd^ Floor<br><br> <br>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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br>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 August 19, 2025, La Rosa Holdings Corp., a Nevada corporation (the “Company”), issued a press release announcing certain financial and business highlights for the second quarter ended June 30, 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 August 19, 2025. |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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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: August 19, 2025 | 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 Corp. Reports 27% Year-Over-YearIncrease in Revenue to $40.7 Million for First Half of 2025 as Compared to First Half of 2024
Q2 2025 Revenue Increased 22% Year-Over Yearto $23.2 Million as Compared to Q2 2024
Celebration, FL – August 19, 2025– 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 for the second quarter ended June 30, 2025.
Q2 2025 Financial Highlights
| ● | Total revenue increased 22% year-over-year to $23.2 million for the second quarter ended June 30, 2025 from $19.1 million for the<br>second quarter ended June 30, 2024. |
|---|---|
| ● | Residential real estate services revenue increased by approximately $3.9 million to $19.7 million, or 24%, for the second quarter<br>ended June 30, 2025 from $15.9 million for the second quarter ended June 30, 2024 |
| --- | --- |
| ● | Property management revenue increased by approximately $326 thousand to approximately $3.1 million, or<br>12%, for the second quarter ended June 30, 2025 from $2.8 million for the second quarter ended June 30, 2024 |
| --- | --- |
| ● | Real Estate Brokerage Services (Commercial) revenue increased by approximately $33 thousand to $188 thousand, or approx. 21% for the<br>second quarter ended June 30, 2025 from $155 thousand for the second quarter ended June 30, 2024 |
| --- | --- |
| ● | Gross profit increased by approximately $266 thousand, or 17%, year-over-year, to $1.9 million for the second quarter ended June 30,<br>2025 from $1.6 million for the second quarter ended June 30, 2024 |
| --- | --- |
H1 2025 Financial Highlights
| ● | Total revenue increased 27% year-over-year to $40.7 million for the six months<br>ended June 30, 2025 from $32.1 million for the six months ended June 30, 2024. |
|---|---|
| ● | Residential real estate services revenue increased by approximately $7.9<br>million to $34.0 million, or 30%, for the six months ended June 30, 2025 from $26.1 million for the six months ended June 30, 2024 |
| --- | --- |
| ● | Property management revenue increased by approximately<br>$758 thousand to approximately $6.1 million, or 14%, for the six months ended June 30, 2025 from $5.3 million for the six months ended<br>June 30, 2024 |
| --- | --- |
| ● | Real Estate Brokerage Services (Commercial) revenue increased by approximately<br>$60 thousand to $245 thousand, or approx. 33% for the six months ended June 30, 2025 from $185 thousand for the six months ended June<br>30, 2024 |
| --- | --- |
| ● | Gross profit increased by approximately $642 thousand, or 23%, year-over-year,<br>to $3.4 million for the six months ended June 30, 2025 from $2.7 million for the six months ended June 30, 2024 |
| --- | --- |
Joe La Rosa, CEO of La Rosa, commented, “We delivered strong financial performance in both the second quarter and first half of 2025. Total revenue increased 22% in Q2 2025 and 27% for the first half 2025, as compared to the same periods of 2024, driven by continued strength in our residential real estate services, which grew 24% in Q2 2025 and 30% in the first half of 2025, as compared to the same periods of 2024. Gross profit improved 17% in Q2 2025 and 23% in the first half of 2025, year-over-year, underscoring the scalability of our model and our ability to convert top-line growth into stronger margins. As of July 31, 2025, our agent network has grown to over 3,100 agents in the US. Our strategy remains focused on building high-performing offices, advancing agent success, and driving both national and international expansion. Our flexible brokerage model consistently attracts top-producing agents by offering competitive compensation, including revenue share programs, a 100% commission option with low fees, and additional income opportunities through ancillary services and integrated technology solutions.”
“Looking ahead, we are encouraged by signs of easing mortgage rates, with industry forecasts calling for 30-year fixed rates to decline toward the low-6% range by year-end. This potential trend, combined with improving inventory levels, could help unlock additional demand in the housing market and create further opportunities for growth,” concluded Mr. La Rosa.
Q2 2025 Financial Results
Total revenue for the second quarter ended June 30, 2025, was $23.2 million compared to $19.1 million for the second quarter ended June 30, 2024. Residential real estate services revenue increased by $3.9 million to $19.7 million, or 24%, for the second quarter ended June 30, 2025, from $15.9 million for the second quarter ended June 30, 2024. Selling, general and administrative costs, excluding stock-based compensation, for the second quarter ended June 30, 2025, were approximately $3.8 million, compared to $3.0 million for the second quarter ended June 30, 2024.
Total operating expenses were $4.3 million for the second quarter ended June 30, 2025, as compared to $3.4 million for the second quarter ended June 30, 2024, resulting in a loss from operations of $2.5 million for the second quarter ended June 30, 2025, as compared to $1.8 million for the second quarter ended June 30, 2024.
Other income (expense), net for the three months ended June 30, 2025, increased approximately $81 million compared to other income (expense), net, for the three months ended June 30, 2024. The increase in expense in 2025 was primarily due to the gain on extinguishment of incremental warrants for $82.3 million, gain (loss) on extinguishment of debt for $4.1 million, offset by a loss of $5.3 million on the change in fair value of convertible note and warrants.
Net income was $78.5 million, or $115.11 basic and $15.25 diluted income per share, for the second quarter ended June 30, 2025, compared to net loss of $2.3 million, or $(12.49) basic and diluted loss per share, for the second quarter ended June 30, 2024. The increase in income in the second quarter was primarily due to the reversal of the loss for the first quarter of 2025 tied to the Incremental Warrants and Convertible Note.
About La Rosa Holdings Corp.
La Rosa Holdings Corp. (Nasdaq: LRHC) is transforming 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.
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La Rosa operates 26 corporate-owned brokerage offices across Florida, California, Texas, Georgia, North Carolina, and Puerto Rico. La Rosa also recently started its expansion into Europe, beginning with Spain. Additionally, the Company has six 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 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, 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
(Tables follow)
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La Rosa Holdings Corp. and Subsidiaries
Condensed Consolidated Balance Sheets
| December 31,<br> 2024<br><br> (audited) | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets: | |||||
| Cash | 5,095,257 | $ | 1,442,901 | ||
| Restricted cash | 1,965,804 | 2,137,707 | |||
| Accounts receivable, net of allowance for credit losses of 325,627 and 166,504, respectively | 1,208,048 | 931,662 | |||
| Other current assets | 73,792 | 1,788 | |||
| Total current assets | 8,342,901 | 4,514,058 | |||
| Noncurrent assets: | |||||
| Property and equipment, net | 7,663 | 9,411 | |||
| Right-of-use asset, net | 1,082,948 | 997,715 | |||
| Intangible assets, net | 5,423,815 | 5,840,080 | |||
| Goodwill | 8,012,331 | 8,012,331 | |||
| Other long-term assets | 37,959 | 33,831 | |||
| Total noncurrent assets | 14,564,716 | 14,893,368 | |||
| Total assets | 22,907,617 | $ | 19,407,426 | ||
| Liabilities and Stockholders’ Equity | |||||
| Current liabilities: | |||||
| Accounts payable | 2,451,504 | $ | 2,376,704 | ||
| Accrued expenses | 649,421 | 738,065 | |||
| Contract liabilities | 134,121 | 7,747 | |||
| Line of credit | 2,332 | 148,976 | |||
| Derivative liability | — | 1,607,544 | |||
| Advances on future receipts | — | 618,681 | |||
| Accrued acquisition cash consideration | 140,000 | 381,404 | |||
| Notes payable, current | 148,757 | 2,187,673 | |||
| Lease liability, current | 407,905 | 473,733 | |||
| Total current liabilities | 3,934,040 | 8,540,527 | |||
| Noncurrent liabilities: | |||||
| Note payable, net of current | 8,697,337 | 1,475,064 | |||
| Security deposits and escrow payable | 1,965,804 | 2,137,707 | |||
| Lease liability, noncurrent | 711,687 | 545,759 | |||
| Other liabilities | 2,950 | 32,950 | |||
| Total non-current liabilities | 11,377,778 | 4,191,480 | |||
| Total liabilities | 15,311,818 | 12,732,007 | |||
| Commitments and contingencies (Note 6) | |||||
| Stockholders’ equity: | |||||
| Preferred stock - 0.0001 par value; 50,000,000 shares authorized; 2,000 Series X shares issued and outstanding at June 30, 2025 and December 31, 2025, respectively | — | — | |||
| Preferred stock - 0.0001 par value; 6,000 shares authorized; 6,000 Series B shares issued and outstanding at June 30, 2025. | 1 | — | |||
| Common stock - 0.0001 par value; 2,050,000,000 shares authorized; 729,039 and 273,122 issued and outstanding at June 30, 2025 and December 31, 2025, respectively | 73 | 27 | |||
| Additional paid-in capital | 47,279,861 | 29,123,747 | |||
| Accumulated deficit | (43,852,040 | ) | (26,555,319 | ) | |
| Total stockholders’ equity – La Rosa Holdings Corp. shareholders | 3,427,895 | 2,568,455 | |||
| Noncontrolling interest in subsidiaries | 4,167,904 | 4,106,964 | |||
| Total stockholders’ equity | 7,595,799 | 6,675,419 | |||
| Total liabilities and stockholders’ equity | 22,907,617 | $ | 19,407,426 |
All values are in US Dollars.
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La Rosa Holdings Corp.and Subsidiaries
Consolidated Statements of Operations
(unaudited)
| **** | Three Months Ended June 30, | **** | Six Months Ended June 30, | **** | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| **** | 2025 | **** | 2024 | **** | 2025 | **** | 2024 | **** | ||||
| Revenue | $ | 23,214,218 | $ | 19,051,420 | $ | 40,728,612 | $ | 32,140,319 | ||||
| Cost of revenue | 21,361,990 | 17,465,109 | 37,338,716 | 29,392,011 | ||||||||
| Gross profit | 1,852,228 | 1,586,311 | 3,389,896 | 2,748,308 | ||||||||
| Operating expenses: | ||||||||||||
| Sales and marketing | 606,298 | 212,608 | 1,169,447 | 445,335 | ||||||||
| General and administrative | 3,201,053 | 2,740,156 | 6,928,578 | 5,062,011 | ||||||||
| Stock-based compensation — general and administrative | 507,457 | 473,972 | 2,422,308 | 3,665,110 | ||||||||
| Total operating expenses | 4,314,808 | 3,426,736 | 10,520,333 | 9,172,456 | ||||||||
| Loss from operations | (2,462,580 | ) | (1,840,425 | ) | (7,130,437 | ) | (6,424,148 | ) | ||||
| Interest expense, net | (182,807 | ) | (78,607 | ) | (207,148 | ) | (98,859 | ) | ||||
| Gain (loss) on extinguishment of debt | 4,113,000 | — | 3,961,075 | — | ||||||||
| Amortization of debt discount | — | (264,101 | ) | (63,160 | ) | (320,104 | ) | |||||
| Change in fair value of derivative liability | — | (83,100 | ) | 899,874 | (88,100 | ) | ||||||
| Loss on issuance of senior secured convertible note and warrants | — | — | (128,836,250 | ) | — | |||||||
| Change on fair value of convertible note and warrants | (5,315,000 | ) | — | 31,830,000 | — | |||||||
| Gain on extinguishment of incremental warrants | 82,299,000 | — | 82,299,000 | — | ||||||||
| Other income (expense), net | 11,491 | — | 11,265 | — | ||||||||
| Income (loss) before provision for income taxes | 78,463,104 | (2,266,233 | ) | (17,235,781 | ) | (6,931,211 | ) | |||||
| Benefit from income taxes | — | — | — | — | ||||||||
| Net Income (loss) | 78,463,104 | (2,266,233 | ) | (17,235,781 | ) | (6,931,211 | ) | |||||
| Less: Net income (loss) attributable to noncontrolling interests in subsidiaries | 43,246 | 53,839 | 60,940 | (12,343 | ) | |||||||
| Net income (loss) after noncontrolling interest in subsidiaries | 78,419,858 | (2,320,072 | ) | (17,296,721 | ) | (6,918,868 | ) | |||||
| Less: Deemed dividend | 89,031 | — | 275,264 | 230,667 | ||||||||
| Net income (loss) attributable to common stockholders | $ | 78,330,827 | $ | (2,320,072 | ) | $ | (17,571,985 | ) | $ | (7,149,535 | ) | |
| Income (loss) per share of common stock attributable to common stockholders | ||||||||||||
| Basic | $ | 115.11 | $ | (12.49 | ) | $ | (32.00 | ) | $ | (40.08 | ) | |
| Diluted | $ | 15.25 | $ | (12.49 | ) | $ | (32.00 | ) | $ | (40.08 | ) | |
| Weighted average shares used in computing net income (loss) per share of common stock attributable to common stockholders | ||||||||||||
| Basic | 680,504 | 185,813 | 549,104 | 178,366 | ||||||||
| Diluted | 5,135,893 | 185,813 | 549,104 | 178,366 |
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