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): November20, 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 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 2.02 Results of Operations and Financial Condition.
On November 20, 2025, La Rosa Holdings Corp., a Nevada corporation (the “Company”), issued a press release announcing certain financial and business highlights for the third quarter ended September 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 November 20, 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: November 20, 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 18% Year-Over-YearRevenue Growth to $60.9 Million for the First Nine Months of 2025
Celebration, FL – November 20, 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 third quarter ended September 30, 2025.
Q3 2025 Financial Highlights
| ● | Total revenue increased 3.2% year-over-year to $20.2 million for the third quarter ended September 30, 2025 from $19.6 million for<br>the third quarter ended September 30, 2024. |
|---|---|
| ● | Residential real estate services revenue increased by approximately $286 thousand to $16.8 million, or 1.7% for the third quarter<br>ended September 30, 2025 from $16.5 million for the third quarter ended September 30, 2024 |
| --- | --- |
| ● | Property management revenue increased by approximately $255 thousand to approximately $3.1 million, or<br>8.9%, for the third quarter ended September 30, 2025 from $2.9 million for the third quarter ended September 30, 2024 |
| --- | --- |
| ● | Real Estate Brokerage Services (Commercial) revenue increased by approximately $39 thousand to $103 thousand, or approx. 61.5% for<br>the third quarter ended September 30, 2025 from $64 thousand for the third quarter ended September 30, 2024 |
| --- | --- |
| ● | Gross profit increased by approximately $72 thousand, or 4.4%, year-over-year, to $1.7 million for the third quarter ended September<br>30, 2025 from $1.6 million for the third quarter ended September 30, 2024 |
| --- | --- |
Nine-Months 2025Financial Highlights
| ● | Total<br> revenue increased 17.8% year-over-year to $60.9 million for the nine months ended September<br> 30, 2025 from $51.7 million for the nine months ended September 30, 2024. |
|---|---|
| ● | Residential<br> real estate services revenue increased by approximately $8.2 million to $50.8 million, or<br> 19.2%, for the nine months ended September 30, 2025 from $42.6 million for the nine months<br> ended September 30, 2024 |
| --- | --- |
| ● | Property<br> management revenue increased by approximately $1.0 million to approximately $9.2 million,<br> or 12.4%, for the nine months ended September 30, 2025 from $8.2 million for the nine months<br> ended September 30, 2024 |
| --- | --- |
| ● | Real<br> Estate Brokerage Services (Commercial) revenue increased by approximately $100 thousand to<br> $349 thousand, or approx. 40.1% for the nine months ended September 30, 2025 from $249 thousand<br> for the nine months ended September 30, 2024 |
| --- | --- |
| ● | Gross<br> profit increased by approximately $714 thousand, or 16.3%, year-over-year, to $5.1 million<br> for the nine months ended September 30, 2025 from $4.4 million for the nine months ended<br> September 30, 2024 |
| --- | --- |
Joe La Rosa, CEO of La Rosa, commented, “We delivered solid financial performance in the first nine months of 2025, with steady year-over-year growth across all major revenue streams. Total revenue for the first nine months of 2025 increased nearly 18% year-over-year, driven by continued strength in residential real estate services, expanding property management operations, and meaningful gains in commercial brokerage. Our consistent gross profit improvement underscores both the resilience of our model and the effectiveness of our long-term growth strategy. During the first nine months of 2025, we made substantial progress strengthening our balance sheet, including the elimination of the majority of our outstanding warrants. We also ended September 30, 2025 with approximately $6.4 million in cash and restricted cash, compared to $3.2 million as of December 31, 2024, reflecting a significantly improved liquidity position and a more streamlined capital structure.”
“Last week, we announced that we secured $1.25 billion in financing facilities, giving us the strategic flexibility to accelerate our next-generation AI data center strategy, pursue targeted acquisitions and partnerships, and further capitalize on high-growth opportunities across the AI value chain through our deep real estate expertise. The demand for modern data centers is expanding rapidly, with the global market estimated at approximately $347.6 billion in 2024 and projected to reach $652.0 billion by 2030, representing a strong CAGR of about 11.2%, according to Grand View Research. We believe this financing marks a pivotal step in positioning the Company to compete in one of the fastest-growing sectors of the technology and real estate landscape while delivering long-term value for our stockholders,” concluded Mr. La Rosa.
Q3 2025 Financial Results
Total revenue for the third quarter ended September 30, 2025, was $20.2 million compared to $19.6 million for the third quarter ended September 30, 2024. Selling, general and administrative costs, excluding stock-based compensation, for the third quarter ended September 30, 2025, were approximately $4.4 million, compared to approximately $3.0 million for the third quarter ended September 30, 2024.
Total operating expenses were $6.7 million for the third quarter ended September 30, 2025, as compared to $3.4 million for the third quarter ended September 30, 2024, resulting in a loss from operations of $5.0 million for the third quarter ended September 30, 2025, as compared to $1.7 million for the third quarter ended September 30, 2024.
Net loss was $5.5 million, or $(5.44) basic and diluted income per share, for the third quarter ended September 30, 2025, compared to net loss of $3.4 million, or $(16.49) basic and diluted loss per share, for the third quarter ended September 30, 2024. As of September 30, 2025, and December 31, 2024, the Company had cash, and restricted cash of approximately $6.4 million and $3.2 million, respectively.
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.
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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 25 corporate-owned brokerage offices across Florida, California, Texas, Georgia, North Carolina, 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 satisfy closing conditions of the financing facilities and the timing and use of proceeds thereof, including the redemption of the Series X Preferred Stock, 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
(unaudited)
| December 31,<br> 2024 | |||||
|---|---|---|---|---|---|
| (audited) | |||||
| Assets | |||||
| Current assets: | |||||
| Cash | 3,992,896 | $ | 1,442,901 | ||
| Restricted cash | 2,396,268 | 1,750,421 | |||
| Accounts receivable, net of allowance for credit losses of 150,336 and 166,504, respectively | 799,385 | 931,662 | |||
| Other current assets | 34,669 | 1,788 | |||
| Total current assets | 7,223,218 | 4,126,772 | |||
| Noncurrent assets: | |||||
| Restricted cash, net of current | 46,199 | 387,286 | |||
| Property and equipment, net | 6,879 | 9,411 | |||
| Right-of-use asset, net | 1,104,403 | 997,715 | |||
| Intangible assets, net | 5,256,913 | 5,840,080 | |||
| Goodwill | 8,012,331 | 8,012,331 | |||
| Other long-term assets | 40,250 | 33,831 | |||
| Total noncurrent assets | 14,466,975 | 15,280,654 | |||
| Total assets | 21,690,193 | $ | 19,407,426 | ||
| Liabilities and Stockholders’ Equity | |||||
| Current liabilities: | |||||
| Accounts payable | 2,006,747 | $ | 2,376,704 | ||
| Accrued expenses | 780,665 | 738,065 | |||
| Contract liabilities | 72,485 | 7,747 | |||
| Security deposits and escrow payable | 2,396,268 | 1,750,421 | |||
| Line of credit | — | 148,976 | |||
| Derivative liability | — | 1,607,544 | |||
| Advances on future receipts | — | 618,681 | |||
| Accrued acquisition cash consideration | 60,000 | 381,404 | |||
| Notes payable, current | 148,757 | 2,187,673 | |||
| Lease liability, current | 514,731 | 473,733 | |||
| Total current liabilities | 5,979,653 | 10,290,948 | |||
| Noncurrent liabilities: | |||||
| Note payable, net of current | 9,321,562 | 1,475,064 | |||
| Security deposits and escrow payable, net of current | 46,199 | 387,286 | |||
| Lease liability, noncurrent | 625,637 | 545,759 | |||
| Other liabilities | 2,950 | 32,950 | |||
| Total non-current liabilities | 9,996,348 | 2,441,059 | |||
| Total liabilities | 15,976,001 | 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 September 30, 2025 and December 31, 2025, respectively | — | — | |||
| Preferred stock - 0.0001 par value; 6,000 shares authorized; 6,000 and 0 Series B shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively | 1 | — | |||
| Common stock - 0.0001 par value; 2,050,000,000 shares authorized; 1,224,683 and 273,122 issued and outstanding at June 30, 2025 and December 31, 2025, respectively | 122 | 27 | |||
| Additional paid-in capital | 50,942,783 | 29,123,747 | |||
| Accumulated deficit | (49,385,392 | ) | (26,555,319 | ) | |
| Total stockholders’ equity – La Rosa Holdings Corp. shareholders | 1,557,514 | 2,568,455 | |||
| Noncontrolling interest in subsidiaries | 4,156,678 | 4,106,964 | |||
| Total stockholders’ equity | 5,714,192 | 6,675,419 | |||
| Total liabilities and stockholders’ equity | 21,690,193 | $ | 19,407,426 |
All values are in US Dollars.
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La Rosa Holdings Corp. and Subsidiaries
Condensed Consolidated Statements of Operations
(unaudited)
| Three Months Ended<br> September 30, | Nine Months Ended<br> September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenue | $ | 20,216,143 | $ | 19,593,036 | $ | 60,944,755 | $ | 51,733,355 | ||||
| Cost of revenue | 18,507,962 | 17,957,130 | 55,846,678 | 47,349,141 | ||||||||
| Gross profit | 1,708,181 | 1,635,906 | 5,098,077 | 4,384,214 | ||||||||
| Operating expenses: | ||||||||||||
| Sales and marketing | 157,412 | 246,369 | 1,326,859 | 691,704 | ||||||||
| General and administrative | 4,217,919 | 2,747,616 | 11,146,500 | 7,809,627 | ||||||||
| Stock-based compensation — general and administrative | 2,321,707 | 389,711 | 4,744,012 | 4,054,821 | ||||||||
| Total operating expenses | 6,697,038 | 3,383,696 | 17,217,371 | 12,556,152 | ||||||||
| Loss from operations | (4,988,857 | ) | (1,747,790 | ) | (12,119,294 | ) | (8,171,938 | ) | ||||
| Other income (expense): | ||||||||||||
| Interest expense, net | (154,233 | ) | (98,566 | ) | (361,381 | ) | (197,425 | ) | ||||
| Gain (loss) on extinguishment of debt | — | (722,729 | ) | 3,961,075 | (722,729 | ) | ||||||
| Amortization of debt discount | — | (135,185 | ) | (63,160 | ) | (455,289 | ) | |||||
| Change in fair value of derivative liability | — | 307,098 | 899,874 | 218,998 | ||||||||
| Loss on issuance of senior secured convertible note and warrants | — | — | (128,836,250 | ) | — | |||||||
| Change on fair value of convertible note and warrants | (661,504 | ) | — | 31,168,496 | — | |||||||
| Gain on settlement of incremental warrants | — | — | 82,299,000 | — | ||||||||
| Other income, net | 260,016 | 4,544 | 271,281 | 4,544 | ||||||||
| Loss before provision for income taxes | (5,544,578 | ) | (2,392,628 | ) | (22,780,359 | ) | (9,323,839 | ) | ||||
| Benefit from income taxes | — | — | — | — | ||||||||
| Net loss | (5,544,578 | ) | (2,392,628 | ) | (22,780,359 | ) | (9,323,839 | ) | ||||
| Less: Net income (loss) attributable to noncontrolling interests in subsidiaries | (11,226 | ) | 59,540 | 49,714 | 47,197 | |||||||
| Net loss after noncontrolling interest in subsidiaries | (5,533,352 | ) | (2,452,168 | ) | (22,830,073 | ) | (9,371,036 | ) | ||||
| Less: Deemed dividend | — | 920,038 | 275,264 | 1,150,706 | ||||||||
| Net loss attributable to common stockholders | $ | (5,533,352 | ) | $ | (3,372,206 | ) | $ | (23,105,337 | ) | $ | (10,521,742 | ) |
| Loss per share of common stock attributable to common stockholders | ||||||||||||
| Basic and diluted | $ | (5.44 | ) | $ | (16.49 | ) | $ | (32.64 | ) | $ | (56.23 | ) |
| Weighted average shares used in computing net loss per share of common stock attributable to common stockholders | ||||||||||||
| Basic and diluted | 1,016,833 | 204,481 | 707,859 | 187,126 |
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