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): May 21, 2025
LaRosa 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<br> 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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br> 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<br> value | LRHC | The Nasdaq Stock Market<br> 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 1.01
Entry into a Material Definitive Agreement.
On May 23, 2025, La Rosa Holdings Corp., a Nevada corporation (the “Company”), and an institutional investor (the “Holder”), entered into that certain waiver agreement (the “Waiver”), dated May 23, 2025, with respect to the (i) a senior secured convertible note (the “Original Note”), dated February 4, 2025, issued by the Company to the Holder pursuant to that certain Securities Purchase Agreement, dated as of February 4, 2025 (as amended, the “Purchase Agreement”), by and among the Company and the Holder and (ii) certain incremental note purchase warrants, dated February 4, 2024 (the “Incremental Warrants”) to purchase additional senior secured convertible promissory notes of the Company (the “Incremental Notes” and, together with the Original Note, the “SPA Notes”).
As previously reported in Current Report of the Company on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 5, 2024, the Company issued the Original Note and Incremental Warrants to the Holder pursuant to the Purchase Agreement. The Company and the Holder also entered into the Registration Rights Agreement, dated February 4, 2025 (the “Registration Agreement”).
Pursuant
to the Waiver, the Holder waived a provision of the Registration Agreement to register for resale the shares of common stock issuable upon conversion of the Incremental Notes, in the initial registration statement filed by the Company with the Securities and Exchange Commission (the “SEC”) on February 14, 2025, and all related rights to receive any Registration Delay Payments (as defined in the Registration Agreement). The Company agreed to file subsequent registration statements within thirty (30) calendar days following the issuance of any Incremental Notes pursuant to the exercise or call of an Incremental Warrant, registering for resale by the Holder all shares issuable upon the conversion of such notes.
In addition, effective as of May 20, 2025 and until May 30, 2025, the Holder waived all rights to all default penalties, default interest, and acceleration of any amounts under the Original Note, and any other rights resulting from the event of default under the Purchase Agreement, the Original Note, Incremental Warrants, and other transaction documents, with respect to the Company’s failure to file Quarterly Report on Form 10-Q for the quarter ending March 31, 2025 with the SEC.
The preceding description of the Waiver purport to be a summary only and is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
1
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 21, 2025, the Company received a notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 (the “Form 10-Q”) with the SEC.
The Nasdaq informed the Company in the Notice that, under Nasdaq rules, the Company has 60 calendar days to submit a plan to regain compliance, and if the Staff accepts such plan, they can grant an exception of up to 180 calendar days from the Form 10-Q’s due date (or until November 17, 2025) to regain compliance. In determining whether to accept our plan, Nasdaq will consider such things as the likelihood that the filing of the Form 10-Q, along with any subsequent periodic filing that will be due, can be made within the 180 day period, the Company’s past compliance history, the reasons for the late filing of the Form 10-Q, other corporate events that may occur within its review period, the Company’s overall financial condition and its public disclosures. Any subsequent periodic filing that is due within such 180 day exception period must be filed no later than the end of the period.
As previously reported in the Company’s Notification of Late Filing on Form 12b-25 filed with the SEC on May 14, 2025 (the “Form 12b-25”), the Company was unable to file the Form 10-Q within the prescribed period due to a delay in obtaining and compiling information required to be included in the Form 10-Q, which delay could not be eliminated by the Company without unreasonable effort and expense. Subsequent to filing the Form 12b-25, the Company continued to dedicate significant resources to the completion of the Form 10-Q but was unable to file the Form 10-Q by May 20, 2025, the end of the extension period provided by the Form 12b-25. The Company requires additional time to complete and file the Form 10-Q.
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-Q within the 60-day period granted by Nasdaq in the Notice (which would eliminate the need for the Company to submit a formal plan to regain compliance) and/or submit a plan of compliance with Nasdaq. However, there can be no assurance that the Form 10-Q will be filed within such period, a plan of compliance will be submitted within such period, the Staff will grant the Company an exception of up to 180 calendar days from the Form 10-Q’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 28, 2025, announcing that it had received the Notice. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.
CautionaryNote 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 8.01Other Events.
As required under Nasdaq Listing Rule 5810(b), the Company issued a press release on May 28, 2025 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.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1* | Form of the Waiver Agreement,<br> dated May 23, 2025. |
| 99.1 | Press release of La Rosa<br> Holdings Corp., dated May 28, 2025. |
| 104 | Cover Page Interactive<br> Data File (embedded with the Inline XBRL document). |
| * | Certain personal information<br> in this Exhibit has been omitted in accordance with Regulation S-K Item 601(a)(6). |
| --- | --- |
2
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 28, 2025 | LA ROSA HOLDINGS CORP. | |
|---|---|---|
| By: | /s/ Joseph La Rosa | |
| Name: | Joseph La Rosa | |
| Title: | Chief Executive Officer |
3
Exhibit 10.1
WAIVER AGREEMENT
THIS WAIVER AGREEMENT (the “Waiver”) is dated this 23^rd^ day of May, 2025, by and between La Rosa Holdings Corp. (the “Company”) and [*] (the “Holder”).
WHEREAS, the Holder beneficially owns and holds (i) a senior secured convertible note of the Company in an aggregate principal amount as set forth on Schedule I attached hereto (the “Original Note”), which was issued pursuant to that certain Securities Purchase Agreement, dated as of February 4, 2025 (as amended, supplemented or otherwise modified from time to time, the “SPA”), by and among the Company and the Holder and (ii) certain incremental note purchase warrants (the “Incremental Warrants”) to purchase additional senior secured convertible promissory notes of the Company (the “Incremental Notes” and, together with the Original Note, the “SPA Notes”) as set forth on Schedule I attached hereto, issuable pursuant to the SPA. Capitalized terms not defined herein shall have the meaning as set forth in the SPA.
WHEREAS, pursuant to Section 2(a) of the Registration Rights Agreement, the Company is required to file a registration statement (the “Initial RegistrationStatement”) providing for the resale by the Holder of a number of shares of Common Stock equal to the Required Registration Amount, including Incremental Conversion Shares.
WHEREAS, as of the date of this Waiver the Company has not filed its Quarterly Report on Form 10-Q for the quarter ending March 31, 2025 with the SEC (“Q12025 Quarterly Report”), which is considered an Event of Default pursuant to Sections 4(a)(viii) of the SPA and of the Original Note.
WHEREAS, with respect to Q1 2025 Quarterly Report, the Holder desires to waive until May 30, 2025 (the “Q1 2025 Quarterly Report Waiver End Date”) all rights to all default penalties, default interest, and acceleration of any amounts under the Original Note, and any other rights resulting from the Event of Default under the SPA, the Original Note, Incremental Warrants, and other Transaction Documents.
WHEREAS, the Holder desires to waive, in part, to the extent set forth herein, Section 2(a) of the Registration Rights Agreement with respect to the requirement to register for resale by the Holder on the Initial Registration Statement, the Incremental Conversion Shares.
NOW, THEREFORE, in consideration of the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Holder hereby agree as follows:
Section 1. Waiver.
1.1 Required Registration Amount Waiver. Effective as of the date hereof, the Holder hereby irrevocably agrees to waive, in part, Section 2(a) of the Registration Rights Agreement such that the Initial Registration Statement shall only be required to register for resale by the Holder the number of Conversion Shares underlying the Original Note; provided, that the Company hereby agrees to file subsequent registration statements within thirty (30) calendar days following the issuance of any Incremental Notes pursuant to the exercise or call of an Incremental Warrant, registering for resale by the Holder all Conversion Shares issuable upon the conversion of any such Incremental Notes, which shall become a Filing Deadline (as defined in the Registration Rights Agreement) for such registration statements. The Holder hereby irrevocably agrees to waive its right to receive any Registration Delay Payments (as defined in the Registration Rights Agreement) based on the failure to register all Conversion Shares issuable upon the conversion of any Incremental Notes pursuant to the Initial Registration Statement.
1.2 Effectiveness of the Registration Statement. Notwithstanding anything to the contrary in Section 1(e) of the Registration Rights Agreement, the Filing Deadline with respect to the next amendment to the Initial Registration Statement shall be June 4, 2025.
1.3 Event of Default Waiver. Effective as of May 20, 2025, the Holder hereby irrevocably agrees to waive until the Q1 2025 Quarterly Report Waiver End Date all rights to all default penalties, default interest, and acceleration of any amounts under the Original Note, and any other rights resulting from the Event of Default under the SPA, the Original Note, Incremental Warrants, and other Transaction Documents, with respect to Q1 2025 Quarterly Report.
Section 2. Governing Law; Jurisdiction; Waiver of Jury Trial. This Waiver shall be construed under the laws of the State of New York, without regard to principles of conflicts of law or choice of law that would permit or require the application of the laws of another jurisdiction. The Company and the Holder each hereby agrees that all actions or proceedings arising directly or indirectly from or in connection with this Waiver shall be litigated only in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York located in New York County, New York. The Company and the Holder each consents to the exclusive jurisdiction and venue of the foregoing courts and consents that any process or notice of motion or other application to either of said courts or a judge thereof may be served inside or outside the State of New York or the Southern District of New York by generally recognized overnight courier or certified or registered mail, return receipt requested, directed to such party at its or his address set forth below (and service so made shall be deemed “personal service”) or by personal service or in such other manner as may be permissible under the rules of said courts. THE COMPANY AND THE HOLDER EACH HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS WAIVER.
Section 3. Counterparts. This Waiver may be executed in two or more identical counterparts, all of which shall be considered one and the same Waiver and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that an electronic signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not an electronic signature.
2
Section 4. Severability. If any provision of this Waiver shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Waiver in that jurisdiction or the validity or enforceability of any provision of this Waiver in any other jurisdiction.
Section 5. Ratification. Except as otherwise expressly provided herein, the Transaction Documents are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects.
Section 6. Fees. The Company shall reimburse Pryor Cashman LLP (counsel to the Holder) in an aggregate non-accountable amount of $5,000 (the “LegalFee Amount”) for costs and expenses incurred by it in connection with drafting and negotiation of this Waiver. Each party to this Waiver shall bear its own expenses in connection with the structuring, documentation, negotiation and closing of the transactions contemplated hereby, except as provided in the previous sentence and except that the Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, Depository Trust Company fees relating to or arising out of the transactions contemplated hereby.
Section 7. No Material Non-Public Information. Nothing in this Waiver, including, without limitation, the transactions contemplated hereby, constitutes material non-public information. As of the time of execution of this Waiver, the Holder is not in possession of any material, nonpublic information received from the Company or any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that has not been publicly disclosed. The Company shall not, and shall cause its officers, directors, employees, affiliates and agents, not to, provide the Holder with any material, nonpublic information regarding the Company from and after the time of execution of this Waiver without the express written consent of the Holder. To the extent that the Company delivers any material, non-public information to the Holder after the time of execution of this Waiver without the Holder’s express prior written consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents not to trade on the basis of, such material, non-public information, provided however, the Holder shall continue to be subject to applicable securities laws, rules and regulations. The Company shall not disclose the name of the Holder in any filing, announcement, release or otherwise, unless such disclosure is required by law, rule or regulation. In addition, the Company acknowledges and agrees that, as of the time of execution of this Waiver, any and all confidentiality or similar obligations, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of its affiliates, on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company.
[Signature Pages Follow]
3
IN WITNESS WHEREOF, the parties have executed this Waiver as of the date first written above.
LA ROSA HOLDINGS CORP.
| By: | |
|---|---|
| Name: | Joseph La Rosa |
| Title: | Chief Executive Officer |
[Company signature page to the Waiver]
IN WITNESS WHEREOF, the parties have executed this Waiver as of the date first written above.
| THE HOLDER: | |
|---|---|
| [*] | |
| By: | |
| Name: | [*] |
| Title: | [*] |
[Holder signature page to the Waiver]
ScheduleI
| Purchaser | Principal Amount of Original Note | Aggregate Principal Amount of<br> Incremental Notes Issuable Upon<br> Conversion of Incremental Warrants | ||
|---|---|---|---|---|
| [*] | $ | 5,500,000 | $ | 40,000,000 |
Exhibit 99.1
LaRosa Holdings Corp. Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1)
Celebration,FL – May 28, 2025 – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”), a real estate and PropTech company, today announced that on May 21, 2025, it received a delinquency notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Nasdaq Listing Rule”) as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2025 (the “Filing”). The Nasdaq Listing Rule requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”).
This Notice has no immediate effect on the listing of the Company’s securities on Nasdaq.
The Notice provides that the Company shall submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule no later than July 21, 2025. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company an exception up to 180 calendar days from the Filing’s due date, or until November 17, 2025, to regain compliance. In determining whether to accept the plan, Nasdaq will consider such things as the likelihood that the Filing, along with any subsequent periodic filing that will be due, can be made within the 180 day period, the Company’s past compliance history, the reasons for the late Filing, other corporate events that may occur within its review period, the Company’s overall financial condition and its public disclosures. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.
The Company intends to take the necessary steps to regain compliance with Nasdaq Listing Rule as soon as practicable and currently expects to file the Filing within the 60-day period granted by Nasdaq and/or submit a plan of compliance with Nasdaq. However, there can be no assurance that a plan of compliance will be submitted within such period, the Filing will be filed within such period, the Nasdaq will grant the Company an exception of up to 180 calendar days from the Filing’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.
Joe La Rosa, CEO of La Rosa, commented, “We are actively working to complete and file our quarterly report on Form 10-Q and expect to do so shortly. Once filed, we anticipate regaining compliance with Nasdaq Listing Rule 5250(c)(1) . We remain committed to transparency and strong financial reporting as we continue to execute on our business strategy.”
AboutLa 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.
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 engagement of the area developer in 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-LookingStatements
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
InvestorRelations Contact:
Crescendo Communications, LLC
David Waldman/Natalya Rudman
Tel: (212) 671-1020
Email: LRHC@crescendo-ir.com