Revenue Growth - Total revenue increased 3.2% year-over-year to $20.2 million for Q3 2025, compared to $19.6 million for Q3 2024[4] - Total revenue for the first nine months of 2025 increased 17.8% year-over-year to $60.9 million, up from $51.7 million for the same period in 2024[4] - Residential real estate services revenue rose by approximately $8.2 million, or 19.2%, to $50.8 million for the nine months ended September 30, 2025[4] - Revenue for the three months ended September 30, 2025, was $20,216,143, an increase from $19,593,036 in the same period of 2024, representing a growth of approximately 3.2%[20] Profit and Loss - Gross profit for the first nine months of 2025 increased by approximately $714 thousand, or 16.3%, to $5.1 million[4] - Gross profit for the nine months ended September 30, 2025, was $5,098,077, compared to $4,384,214 for the same period in 2024, reflecting an increase of about 16.3%[20] - Net loss for Q3 2025 was $5.5 million, or $(5.44) per share, compared to a net loss of $3.4 million, or $(16.49) per share, for Q3 2024[8] - The net loss attributable to common stockholders for the three months ended September 30, 2025, was $5,533,352, compared to a net loss of $3,372,206 in the same period of 2024, indicating a deterioration of about 63.9%[20] - The company reported a loss from operations of $(4,988,857) for the three months ended September 30, 2025, compared to $(1,747,790) in the same period of 2024, representing an increase in losses of approximately 185.5%[20] Operating Expenses - Total operating expenses for Q3 2025 were $6.7 million, up from $3.4 million in Q3 2024, resulting in a loss from operations of $5.0 million[7] - Total operating expenses for the three months ended September 30, 2025, were $6,697,038, significantly higher than $3,383,696 in the same period of 2024, marking an increase of approximately 97.5%[20] Financing and Cash Position - The company secured $1.25 billion in financing facilities to support its next-generation AI data center strategy and pursue acquisitions[5] - Cash and restricted cash increased to approximately $6.4 million as of September 30, 2025, compared to $3.2 million as of December 31, 2024[5] Market Outlook - The global market for modern data centers is projected to grow from approximately $347.6 billion in 2024 to $652.0 billion by 2030, representing a CAGR of about 11.2%[5] Shareholder Information - Weighted average shares used in computing net loss per share for the three months ended September 30, 2025, were 1,016,833, compared to 204,481 in the same period of 2024, indicating a significant increase in shares outstanding[20]

Core Insights - La Rosa Holdings Corp. reported solid financial performance for the first nine months of 2025, with total revenue increasing nearly 18% year-over-year, driven by growth in residential real estate services, property management, and commercial brokerage [4] - The company secured $1.25 billion in financing facilities to enhance its AI data center strategy and pursue growth opportunities in the AI value chain [4] Q3 2025 Financial Highlights - Total revenue for Q3 2025 was $20.2 million, a 3.2% increase from $19.6 million in Q3 2024 [6][7] - Residential real estate services revenue rose by approximately $286 thousand to $16.8 million, an increase of 1.7% [6] - Property management revenue increased by approximately $255 thousand to $3.1 million, or 8.9% [6] - Commercial real estate brokerage services revenue surged by approximately $39 thousand to $103 thousand, a growth of about 61.5% [6] - Gross profit for Q3 2025 was $1.7 million, up 4.4% from $1.6 million in Q3 2024 [6] Nine-Months 2025 Financial Highlights - Total revenue for the nine months ended September 30, 2025, was $60.9 million, reflecting a 17.8% increase from $51.7 million in the same period of 2024 [6] - Residential real estate services revenue increased by approximately $8.2 million to $50.8 million, a growth of 19.2% [6] - Property management revenue rose by approximately $1.0 million to $9.2 million, or 12.4% [6] - Commercial real estate brokerage services revenue increased by approximately $100 thousand to $349 thousand, a growth of about 40.1% [6] - Gross profit for the nine months was $5.1 million, up 16.3% from $4.4 million in the same period of 2024 [6] Operational and Financial Position - The company ended Q3 2025 with approximately $6.4 million in cash and restricted cash, compared to $3.2 million as of December 31, 2024, indicating improved liquidity [4][9] - Total operating expenses for Q3 2025 were $6.7 million, compared to $3.4 million in Q3 2024, resulting in a loss from operations of $5.0 million [8] - The net loss for Q3 2025 was $5.5 million, or $(5.44) per share, compared to a net loss of $3.4 million, or $(16.49) per share, in Q3 2024 [9][17] Business Model and Strategy - La Rosa Holdings Corp. aims to transform the real estate industry by offering flexible compensation options for agents, including a revenue-sharing model and a fee-based structure with 100% commission [10] - The company operates 25 corporate-owned brokerage offices across various states and has begun its expansion into Europe, starting with Spain [12]

Company Operations and Structure - As of September 30, 2025, the company has 3,116 licensed real estate brokers and sales associates across its corporate and franchised offices [246]. - The company operates 25 corporate real estate brokerage offices and branches in Florida, California, Texas, Georgia, North Carolina, and Puerto Rico, along with 5 franchised offices and 3 affiliated offices [244]. - The company completed its IPO on October 12, 2023, and subsequently acquired majority ownership of several franchisees, enhancing its market presence [251]. - In December 2024, the company opened its first office in North Carolina and formed LR Luxury, LLC, focusing on residential real estate brokerage [252]. - The company dissolved a non-operational subsidiary, Baxpi Holdings LLC, on September 12, 2025, to simplify its corporate structure [254]. Financial Performance - Total revenue for the three months ended September 30, 2025, was $20,216,143, representing a 3% increase from $19,593,036 in the same period of 2024 [300]. - Total revenue for the nine months ended September 30, 2025, increased by approximately $9.21 million, or 18%, to $60.94 million compared to $51.73 million in the same period of 2024 [305]. - The company had net cash provided by investing activities of $71,718 during the nine months ended September 30, 2024, related to seven acquisitions [340]. Revenue Breakdown - Revenue from residential real estate brokerage services increased by approximately $286,157, or 2%, driven by increased sales and acquisitions [301]. - Franchising services revenue decreased by approximately $37,766, or 57%, due to the acquisition of franchises in fiscal year 2024 [302]. - Coaching services revenue increased by approximately $27,502, or 22%, primarily due to increases in agent counts [303]. - Property management revenue increased by approximately $255,156, or 9%, due to an increase in the number of properties under management [304]. - Residential real estate brokerage services revenue rose by approximately $8.17 million, or 19%, driven by acquisitions completed in the fourth quarter of fiscal year 2024 [306]. - Franchising services revenue decreased by approximately $181 thousand, or 65%, due to the loss of franchisee contributions following acquisitions in fiscal year 2024 [307]. - Coaching services revenue declined by approximately $99 thousand, or 21%, primarily due to a strategic shift allowing large teams to onboard without coaching [308]. - Property management revenue increased by approximately $1.01 million, or 12%, attributed to a rise in the number of properties under management [309]. Capital and Financing Activities - The company entered into a Securities Purchase Agreement on November 12, 2025, to issue senior secured convertible notes with an aggregate principal amount of up to $250,000,000 [256]. - The Company issued 75,000 shares of common stock under the ATM Agreement, generating net proceeds of $838,390 during the three months ended September 30, 2025 [266]. - The Commitment Amount under the Amended Facility Agreement was increased from $150 million to $1.0 billion, allowing for greater capital raising potential [269]. - Stockholders approved the Amended Facility Agreement with approximately 95.7% of the votes, enabling the issuance of shares exceeding 19.99% of the Company's outstanding common stock [270]. - The Company increased its authorized shares of common stock to 2 billion, effective June 2, 2025, to support future capital needs [278]. - The company executed a 1-for-80 reverse stock split effective July 7, 2025, retroactively adjusting all share and price per share information [284]. - The company issued a Senior Secured Convertible Note with an original principal amount of $5.5 million, maturing on February 4, 2027, and received gross proceeds of $4,963,750 [332]. - During the nine months ended September 30, 2025, the company incurred a net cash used in operating activities of $6.2 million, primarily due to a net loss of $6.6 million [337][338]. - The company received net cash provided by financing activities of $9.1 million during the nine months ended September 30, 2025, which included net proceeds from debt issuance of $3.4 million [341]. Compliance and Governance - The Company regained compliance with Nasdaq Listing Rule 5550(a)(2) after the closing bid price of its common stock was at $1.00 or greater for 10 consecutive business days [279]. - Stockholders' equity improved to $7,595,799 as of June 30, 2025, allowing the Company to comply with Nasdaq Listing Rule 5550(b)(1) [280]. - The Company regained "controlled company" status as of July 7, 2025, after a reverse stock split that provided the CEO with over 50% voting power [283]. Strategic Initiatives - The company is actively seeking potential acquisition targets to accelerate growth and expand its market reach [253]. - The company is leveraging its real estate platform to expand into the AI ecosystem through strategic acquisitions and partnerships [255]. - The company has established a strong focus on training and technology support for its agents, which is believed to be one of the best in the industry [249]. - The Company launched My Agent Account Version 4.0, enhancing its proprietary agent platform with a new Transaction Management module aimed at improving efficiency and reducing costs [282]. - The Company entered into a non-binding Letter of Intent with MiiX Financial to implement and distribute residential financing solutions, targeting all credit levels [277]. Market Conditions - The federal funds rate was reduced to 422 basis points in September 2025, impacting mortgage rates and housing sales [291]. - Existing-home sales rose 1.5% month-over-month to a seasonally adjusted rate of 4.06 million in September 2025, with a median sales price of $415,200, a 2.1% increase year-over-year [291]. - The company is monitoring ongoing antitrust litigation that could lead to significant changes in commission structures affecting its revenue model [292]. Challenges and Concerns - The company has incurred recurring net losses, raising substantial doubt about its ability to continue as a going concern [336]. - The company anticipates that its existing working capital will not be sufficient to meet projected operating expenses for at least twelve months from the issuance of the consolidated financial statements [335]. - Other expense, net for the nine months ended September 30, 2025, increased approximately $9.5 million compared to the same period in 2024, primarily due to a loss on issuance of senior secured convertible note for $128.8 million [330]. - Selling, general and administrative expenses increased by approximately $1.38 million, or 46%, in the three months ended September 30, 2025, primarily due to increased payroll and professional fees [323]. - Stock-based compensation for the nine months ended September 30, 2025, was approximately $4.8 million, primarily due to option grants and consultant shares [326]. - The gross margin for residential real estate brokerage services was 9.1% for the nine months ended September 30, 2025, a slight decrease from 9.2% in 2024 [316]. - Title settlement and insurance revenue was $208.31 thousand for the nine months ended September 30, 2025, marking a new revenue stream following the acquisition of Nona Title [321]. - The agent count increased by 17.7%, from 2,647 at September 30, 2024, to 3,116 at September 30, 2025 [285].

Core Viewpoint - La Rosa Holdings Corp. is strategically repositioning to expand into the AI ecosystem by leveraging its real estate platform and securing $1.25 billion in financing for acquisitions and development of next-generation data center facilities [1][2][3] Financing and Capital Utilization - The company has secured $1.25 billion in financing, which includes a $1 billion equity purchase facility and a $250 million private placement convertible note facility [1] - Proceeds from the financing will be used to fund the development of AI-focused data center infrastructure and to maintain a strategic reserve for growth opportunities [3] Strategic Goals and Market Positioning - La Rosa aims to pursue strategic acquisitions and joint ventures with technology and infrastructure partners to position itself in the expanding AI ecosystem [2] - The company plans to repurpose high-value properties into advanced data center facilities optimized for AI workloads, enhancing its competitive edge in the AI value chain [2] Leadership Insights - CEO Joe La Rosa emphasized the importance of this capital infusion as a defining moment for the company, highlighting its unique advantage in delivering scalable, energy-efficient data center solutions [3] - The company’s foundation in PropTech and innovation through AI-driven tools and blockchain platforms will support its strategic pivot [3] Operational Overview - La Rosa operates 26 corporate-owned brokerage offices across multiple states and has recently begun expanding into Europe, starting with Spain [9] - The company offers a range of services including residential and commercial real estate brokerage, technology-driven products, and support for agents and franchise partners [8]

Core Insights - La Rosa Holdings Corp. has launched its annual GROWTH SUMMIT 2025, focusing on innovations in real estate technology and showcasing its proprietary agent-tech ecosystem [1][2] Company Developments - The summit features demonstrations of JAEME AI 2.0, an AI assistant designed to enhance agent efficiency and productivity [2][3] - Major upgrades to the technology stack include the launch of My Agent Account Version 4.0, which integrates transaction management to streamline processes [3] - The company has begun accepting Bitcoin and other cryptocurrencies as payment options, with plans to integrate blockchain technology for smarter contracts and secure transactions [3] Business Model and Operations - La Rosa Holdings provides flexible compensation options for agents, including a revenue-sharing model and a 100% commission structure [4] - The company operates 26 corporate-owned brokerage offices across several states and has recently expanded into Europe, starting with Spain [6] - La Rosa offers a range of services including residential and commercial real estate brokerage, franchising, education, coaching, and property management [5]

Core Viewpoint - La Rosa Holdings Corp. has regained compliance with Nasdaq Listing Rule 5550(b)(1), which is crucial for its long-term growth strategy and credibility in capital markets [1][2][3] Financial Compliance - The company reported stockholders' equity of $7,595,799 as of June 30, 2025, meeting the requirements of Nasdaq Listing Rule 5550(b)(1) [2] Business Model and Services - La Rosa Holdings Corp. operates in the real estate and PropTech sectors, offering flexible compensation options for agents, including revenue-sharing and fee-based structures with 100% commission [3][4] - The company provides both residential and commercial real estate brokerage services, along with technology-driven products and support for agents and franchise partners [4] Expansion and Operations - La Rosa operates 26 corporate-owned brokerage offices across several states including Florida, California, Texas, Georgia, North Carolina, and Puerto Rico, and has recently begun expanding into Europe, starting with Spain [5] - The company also has six franchised offices and branches, as well as three affiliated brokerage locations in the U.S. and Puerto Rico, and operates a full-service escrow settlement and title company in Florida [5]

Core Insights - La Rosa Holdings Corp. reported a 22% year-over-year increase in revenue for Q2 2025, reaching $23.2 million compared to $19.1 million in Q2 2024 [1][5] - The company's residential real estate services revenue grew by 24% in Q2 2025, amounting to $19.7 million, up from $15.9 million in the same quarter of 2024 [4][5] - The CEO highlighted the potential for further growth due to easing mortgage rates and improving inventory levels in the housing market [4] Q2 2025 Financial Highlights - Total revenue for Q2 2025 was $23.2 million, a 22% increase from $19.1 million in Q2 2024 [5] - Residential real estate services revenue increased by approximately $3.9 million to $19.7 million, representing a 24% growth [5] - Property management revenue rose by approximately $326 thousand to $3.1 million, a 12% increase [5] - Gross profit for Q2 2025 was $1.9 million, up 17% from $1.6 million in Q2 2024 [5] H1 2025 Financial Highlights - Total revenue for the first half of 2025 reached $40.7 million, a 27% increase from $32.1 million in H1 2024 [5] - Residential real estate services revenue for H1 2025 grew by approximately $7.9 million to $34.0 million, a 30% increase [5] - Gross profit for the first half of 2025 was $3.4 million, a 23% increase from $2.7 million in H1 2024 [5] Operational Insights - As of July 31, 2025, La Rosa's agent network expanded to over 3,100 agents in the U.S. [4] - The company operates 26 corporate-owned brokerage offices across several states and has begun its expansion into Europe, starting with Spain [12] - La Rosa's flexible brokerage model attracts top-producing agents through competitive compensation and additional income opportunities [4][10]

PART I. FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) The company's H1 2025 financial statements show asset growth, 27% revenue increase, widened operating losses, and volatile net income influenced by significant non-operating events and reliance on financing activities [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet as of June 30, 2025, shows increased cash to $5.1 million, total assets to $22.9 million, and liabilities to $15.3 million due to new financing, while stockholders' equity slightly improved Condensed Consolidated Balance Sheet Highlights (Unaudited) | Metric | June 30, 2025 (USD) | Dec 31, 2024 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $5,095,257 | $1,442,901 | | Total Current Assets | $8,342,901 | $4,514,058 | | Goodwill | $8,012,331 | $8,012,331 | | Total Assets | $22,907,617 | $19,407,426 | | **Liabilities & Equity** | | | | Total Current Liabilities | $3,934,040 | $8,540,527 | | Derivative liability | $0 | $1,607,544 | | Note payable, non-current | $8,697,337 | $1,475,064 | | Total Liabilities | $15,311,818 | $12,732,007 | | Total Stockholders' Equity | $7,595,799 | $6,675,419 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 saw 21.8% revenue growth to $23.2 million and a $78.5 million net income due to non-operating gains, while the six-month period had 26.7% revenue growth to $40.7 million but a $17.2 million net loss due to a large one-time financing loss Key Operating Results (Unaudited) | Metric | Three Months Ended June 30, 2025 (USD) | Three Months Ended June 30, 2024 (USD) | Six Months Ended June 30, 2025 (USD) | Six Months Ended June 30, 2024 (USD) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $23,214,218 | $19,051,420 | $40,728,612 | $32,140,319 | | Gross Profit | $1,852,228 | $1,586,311 | $3,389,896 | $2,748,308 | | Loss from Operations | ($2,462,580) | ($1,840,425) | ($7,130,437) | ($6,424,148) | | Net Income (Loss) | $78,463,104 | ($2,266,233) | ($17,235,781) | ($6,931,211) | | Diluted EPS | $15.25 | ($12.49) | ($32.00) | ($40.08) | - The second quarter of 2025 saw significant non-operating gains, including an **$82.3 million gain on settlement of incremental warrants** and a **$4.1 million gain on debt extinguishment**, which dramatically skewed net income[14](index=14&type=chunk) - The six-month results were heavily impacted by a one-time, non-cash loss of **$128.8 million on the issuance of a senior secured convertible note and warrants**[14](index=14&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) H1 2025 saw net cash used in operations increase to $4.9 million, with no investing activities, while financing activities provided $8.4 million from stock issuances and new debt, resulting in a net cash increase of $3.5 million Summary of Cash Flows (Unaudited) | Cash Flow Activity | Six Months Ended June 30, 2025 (USD) | Six Months Ended June 30, 2024 (USD) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($4,883,024) | ($1,341,369) | | Net Cash Provided by Investing Activities | $0 | $71,718 | | Net Cash Provided by Financing Activities | $8,363,477 | $2,144,066 | | **Net Increase in Cash and Restricted Cash** | **$3,480,453** | **$874,415** | - Financing activities in the first six months of 2025 included **$6.7 million from the issuance of common stock** and **$3.4 million from new notes payable**, highlighting the company's reliance on external capital[22](index=22&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail a 1-for-80 reverse stock split, going concern doubts, a significant February 2025 financing deal and its June settlement for an $82.3 million gain, 2024 acquisitions, and a new $150 million equity purchase facility in August 2025 - The company effected a **1-for-80 reverse stock split** of its common stock on July 7, 2025, with all historical share and per-share amounts retroactively adjusted[28](index=28&type=chunk)[29](index=29&type=chunk)[185](index=185&type=chunk) - Management has expressed **substantial doubt about the company's ability to continue as a going concern** due to recurring net losses and negative cash flows from operations, planning to raise additional capital[36](index=36&type=chunk)[281](index=281&type=chunk) - In February 2025, the company secured financing through a Securities Purchase Agreement (SPA), issuing a **Senior Secured Convertible Note with a face value of $5.5 million** and 16 Incremental Warrants[62](index=62&type=chunk)[82](index=82&type=chunk) - In June 2025, the Incremental Warrants from the February financing were exchanged for **6,000 shares of new Series B Convertible Preferred Stock**, resulting in a recognized **gain on settlement of $82.3 million**[65](index=65&type=chunk)[67](index=67&type=chunk)[90](index=90&type=chunk) - Subsequent to the quarter end, on August 4, 2025, the company entered into an Equity Purchase Facility Agreement, allowing it to sell up to **$150 million in common stock** to an institutional investor[188](index=188&type=chunk)[215](index=215&type=chunk) - The company completed **five acquisitions of franchisees** in the first half of 2024, which are included in the consolidated financial statements from their respective acquisition dates[41](index=41&type=chunk)[46](index=46&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=48&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management attributes 27% H1 2025 revenue growth to 2024 acquisitions, but highlights ongoing operating losses, negative cash flow, and substantial doubt about going concern, with liquidity reliant on recent financing activities and new equity facilities, while monitoring real estate commission structure legal challenges - The company's growth strategy is centered on acquiring its franchisees and other entities, with **2024 acquisitions driving a 30% increase in Residential Real Estate Brokerage revenue** for the first six months of 2025[203](index=203&type=chunk)[205](index=205&type=chunk)[250](index=250&type=chunk) - The company again highlights **substantial doubt about its ability to continue as a going concern**, citing recurring net losses and insufficient cash from operations to meet projected expenses for the next twelve months[280](index=280&type=chunk)[281](index=281&type=chunk) Six-Month Revenue by Segment (YoY Comparison) | Segment | Six Months Ended June 30, 2025 (USD) | Six Months Ended June 30, 2024 (USD) | Change (%) | | :--- | :--- | :--- | :--- | | Real Estate Brokerage Services (Residential) | $33,980,226 | $26,096,163 | 30% | | Franchising Services | $70,000 | $213,189 | -67% | | Coaching Services | $217,226 | $344,017 | -37% | | Property Management | $6,060,296 | $5,302,267 | 14% | | Real Estate Brokerage Services (Commercial) | $245,086 | $184,683 | 33% | | Title Settlement and Insurance | $155,778 | $0 | N/A | | **Total Revenue** | **$40,728,612** | **$32,140,319** | **27%** | - The company's liquidity is highly dependent on external financing, having raised **$8.4 million from financing activities in H1 2025**, including **$6.7 million from its ATM stock offering** and **$3.4 million in net proceeds from a new convertible note**[213](index=213&type=chunk)[278](index=278&type=chunk)[286](index=286&type=chunk) - The company is monitoring legal challenges to the real estate industry's commission structure, noting that recent settlements by the National Association of Realtors (NAR) will result in rule changes that could adversely affect its financial condition[230](index=230&type=chunk)[235](index=235&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=70&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide quantitative and qualitative disclosures about market risk[288](index=288&type=chunk) [Controls and Procedures](index=70&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) As of June 30, 2025, management concluded that disclosure controls and procedures were ineffective, and previously identified material weaknesses in internal control over financial reporting remain unremediated - The CEO and Interim CFO concluded that the company's **disclosure controls and procedures were ineffective** as of June 30, 2025[290](index=290&type=chunk) - Previously identified **material weaknesses in internal control over financial reporting**, including a lack of segregation of duties, were not remediated as of the end of the quarter[291](index=291&type=chunk)[292](index=292&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=72&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is involved in several ordinary course legal proceedings, including lawsuits from a former COO for $249,000, another individual for unpaid compensation, and a former HR specialist for $50,000, all of which the company intends to vigorously defend - A former Chief Operating Officer, Mark Gracy, has filed a lawsuit seeking **$249,000 for an alleged breach of his employment agreement**, with mediation scheduled for August 25, 2025[113](index=113&type=chunk)[297](index=297&type=chunk) - Joshua Epstein filed an action alleging breach of contract and other claims to recover **unpaid compensation**, with mediation scheduled for September 5, 2025[116](index=116&type=chunk)[298](index=298&type=chunk) - A former Senior Human Resources and Payroll Specialist filed a lawsuit claiming **$50,000 in damages for wrongful termination**, which the company has denied[117](index=117&type=chunk)[299](index=299&type=chunk) [Risk Factors](index=72&type=section&id=ITEM%201A.%20RISK%20FACTORS) No material changes to risk factors were reported for the quarter compared to the prior annual report - No material changes to risk factors were reported for the quarter[301](index=301&type=chunk) [Unregistered Sales of Equity Securities and Issuer Purchases](index=73&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES,%20USE%20OF%20PROCEEDS,%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) In Q2 2025, the company issued unregistered securities including 187 RSUs to agents, 1,220 shares from RSU conversion, and options for 1,250 shares to contractors, with no equity repurchases - In Q2 2025, the company issued **187 RSUs to agents**, **1,220 shares upon RSU conversion**, and **options to purchase 1,250 shares to contractors**, all as unregistered securities[303](index=303&type=chunk)[304](index=304&type=chunk) - The company reported **no issuer purchases of its equity securities** in the quarter[307](index=307&type=chunk) [Defaults Upon Senior Securities](index=73&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company reported no defaults upon senior securities during the period - None[308](index=308&type=chunk) [Other Information](index=73&type=section&id=ITEM%205.%20OTHER%20INFORMATION) The company reported no other information for this item - None[310](index=310&type=chunk) [Exhibits](index=74&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed as part of the quarterly report, including corporate governance documents, financing agreements, and officer certifications

Core Viewpoint - La Rosa Holdings Corp. has regained compliance with Nasdaq's minimum bid price requirement and has extinguished a majority of its outstanding warrants, strengthening its capital structure and aligning with long-term investor interests [1][4]. Group 1: Compliance and Capital Structure - On July 21, 2025, La Rosa received confirmation from Nasdaq that it has maintained a minimum closing bid price of $1.00 or greater for 10 consecutive trading days, thus regaining compliance with Nasdaq Listing Rule 5550(a)(2) [1]. - The company extinguished a majority portion of its outstanding warrants through two exchange agreements, including one with its CEO Joseph La Rosa, which reflects a commitment to strengthening its capital structure [1][4]. Group 2: Exchange Agreements - On July 14, 2025, La Rosa entered into an exchange agreement with a warrant holder to cancel warrants for 1,851,852 shares at an exercise price of $0.135 per share in exchange for 75,000 shares of common stock [2]. - On July 17, 2025, a similar agreement was made with CEO Joseph La Rosa, who surrendered his warrants for cancellation in exchange for 75,000 shares of common stock [3]. Group 3: Business Model and Operations - La Rosa Holdings Corp. operates in the real estate and PropTech sectors, providing agents with flexible compensation options, including a revenue-sharing model and a fee-based structure with 100% commission [5]. - The company offers both residential and commercial real estate brokerage services, technology-driven products, and support for agents and franchise partners, encompassing various services such as franchising, education, coaching, and property management [6]. - La Rosa operates 26 corporate-owned brokerage offices across several states and has recently begun expanding into Europe, starting with Spain [7].

Core Insights - La Rosa Holdings Corp. has launched an AI-powered communication bot aimed at enhancing agent recruiting and support operations across its platform [1][3] - The bot is designed to manage high-volume recruiting inquiries, ensuring timely responses and data accuracy throughout the recruiting pipeline [2][9] - This initiative is part of La Rosa's three-year roadmap for digital transformation and operational efficiency, reflecting its commitment to building a more agent-centric organization [3] Company Overview - La Rosa Holdings Corp. operates in the real estate and PropTech sectors, providing agents with flexible compensation options, including a revenue-sharing model and a 100% commission structure [4] - The company offers a range of services, including residential and commercial real estate brokerage, franchising, education, coaching, and property management [5] - La Rosa operates 26 corporate-owned brokerage offices across several states in the U.S. and has recently begun expanding into Europe, starting with Spain [6]