false 0001879403 0001879403 2025-11-20 2025-11-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): November 20, 2025

 

La Rosa Holdings Corp.
(Exact name of registrant as specified in its charter)

 

Nevada   001-41588   87-1641189

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

1420 Celebration Blvd., 2nd Floor

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).

 

1

 

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  

 

 

2

 

Exhibit 99.1

 

La Rosa Holdings Corp. Reports 18% Year-Over-Year Revenue 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 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 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 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 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 30, 2025 from $1.6 million for the third quarter ended September 30, 2024

 

Nine-Months 2025 Financial Highlights

 

Total revenue increased 17.8% year-over-year to $60.9 million for the nine months ended September 30, 2025 from $51.7 million for the nine months ended September 30, 2024.
   
Residential real estate services revenue increased by approximately $8.2 million to $50.8 million, or 19.2%, for the nine months ended September 30, 2025 from $42.6 million for the nine months ended September 30, 2024
   
Property management revenue increased by approximately $1.0 million to approximately $9.2 million, or 12.4%, for the nine months ended September 30, 2025 from $8.2 million for the nine months ended September 30, 2024
   
Real Estate Brokerage Services (Commercial) revenue increased by approximately $100 thousand to $349 thousand, or approx. 40.1% for the nine months ended September 30, 2025 from $249 thousand for the nine months ended September 30, 2024
   
Gross profit increased by approximately $714 thousand, or 16.3%, year-over-year, to $5.1 million for the nine months ended September 30, 2025 from $4.4 million for the nine months ended 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.

 

2

 

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: [email protected]

 

Investor Relations Contact:

 

Crescendo Communications, LLC

David Waldman/Natalya Rudman

Tel: (212) 671-1020

Email: [email protected]

 

(Tables follow)

 

3

 

La Rosa Holdings Corp. and Subsidiaries

Condensed Consolidated Balance Sheets

(unaudited)

 

   September 30,
2025
   December 31,
2024
 
   (unaudited)   (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 

 

4

  

La Rosa Holdings Corp. and Subsidiaries

Condensed Consolidated Statements of Operations

(unaudited)

 

   Three Months Ended
September 30,
   Nine Months Ended
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 

 

 

 

5