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]

Core Insights - La Rosa Holdings Corp. has entered a strategic agreement with The Agency Dominican Republic to co-broker the IBIS Romana Bayahibe project in the Dominican Republic and secure exclusive sales rights in Puerto Rico [1][2][4] Group 1: Agreement Details - The agreement allows La Rosa Realty to market and sell units of the IBIS project, enhancing its presence in the luxury real estate market [1][2] - La Rosa will implement targeted sales strategies aimed at affluent buyers in Latin America and the Caribbean [2][4] - The company will serve as the exclusive sales agent for any sales of IBIS in Puerto Rico, positioning itself as a key player in cross-border real estate transactions [1][10] Group 2: Market Potential - Puerto Rico is identified as a high-potential market for affluent buyers seeking premium second homes and investment properties [4] - The agreement is expected to empower La Rosa's agents to capitalize on international opportunities, potentially increasing commission-based income [4][10] Group 3: Business Model and Operations - La Rosa Holdings Corp. operates 26 corporate-owned brokerage offices across various states and has recently expanded into Europe, starting with Spain [7] - The company offers flexible compensation options for agents, including a revenue-sharing model and a fee-based structure with 100% commission [5][6] - La Rosa's business model encompasses residential and commercial real estate brokerage services, technology-driven products, and support for agents and franchise partners [6]

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. Celebration, FL, July 07, 2025 (GLOBE NEW ...

FORM 8-K Filing Details This section provides an overview of the Form 8-K filing, including registrant identification and status [Registrant Information](index=1&type=section&id=Registrant%20Information) This section provides the basic identification details of La Rosa Holdings Corp. as the registrant, including its state of incorporation, principal executive offices, and confirms its status as an emerging growth company - La Rosa Holdings Corp. is incorporated in Nevada with its principal executive offices in Celebration, Florida[2](index=2&type=chunk) - The company's common stock is traded on The Nasdaq Stock Market LLC under the symbol LRHC[2](index=2&type=chunk) - La Rosa Holdings Corp. is designated as an 'emerging growth company'[3](index=3&type=chunk) Item 2.02 Results of Operations and Financial Condition This section reports preliminary unaudited H1 2025 financial results, detailing revenue growth and future reporting [Preliminary Unaudited Revenue for H1 2025](index=2&type=section&id=Preliminary%20Unaudited%20Revenue%20for%20H1%202025) La Rosa Holdings Corp. announced preliminary unaudited revenue for the first half of fiscal year 2025, showing significant year-over-year growth. The company also noted that these figures are subject to adjustments and full financial results will be released later Preliminary Unaudited Revenue H1 2025 | Metric | Value | | :--- | :--- | | Total Revenue (H1 2025) | $38.4 million | | Year-over-Year Increase | ~19.4% | - The preliminary revenue figures are unaudited and subject to customary adjustments[4](index=4&type=chunk) - The company expects to release full financial results for Q2 2025 and file its Form 10-Q in due course[4](index=4&type=chunk) Item 8.01 Other Events This section details the press release included as an exhibit to the Form 8-K, clarifying its legal status [Press Release as Exhibit](index=2&type=section&id=Press%20Release%20as%20Exhibit) This section confirms that the press release detailing the preliminary financial results, as referenced in Item 2.02, is furnished as Exhibit 99.1 to this Form 8-K, along with a legal disclaimer regarding its filing status - A press release dated July 3, 2025, is furnished as Exhibit 99.1 to this Current Report on Form 8-K[5](index=5&type=chunk)[8](index=8&type=chunk) - The disclosure under Item 8.01, including Exhibit 99.1, is furnished and not deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934[6](index=6&type=chunk) Item 9.01 Financial Statements and Exhibits This section lists all financial statements and exhibits included in the Form 8-K filing [List of Exhibits](index=2&type=section&id=List%20of%20Exhibits) This section lists the exhibits accompanying the Form 8-K filing, which include the press release and the interactive data file Exhibits Filed | Exhibit No. | Description | | :--- | :--- | | 99.1 | Press Release of La Rosa Holdings Corp., dated July 3, 2025 | | 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) | SIGNATURES This section formally authorizes and confirms the signatory responsible for the Form 8-K filing [Authorization and Signatory](index=3&type=section&id=Authorization%20and%20Signatory) This section confirms the due authorization and signing of the report on behalf of La Rosa Holdings Corp. by its Chief Executive Officer - The report was signed on July 3, 2025, by Joseph La Rosa, Chief Executive Officer of La Rosa Holdings Corp.[10](index=10&type=chunk)[11](index=11&type=chunk)

Group 1 - The real estate sector has several oversold stocks, presenting potential buying opportunities for undervalued companies [1][2] - An asset is considered oversold when the Relative Strength Index (RSI) is below 30, indicating potential short-term performance improvement [1] Group 2 - MacKenzie Realty Capital Inc (MKZR) reported a third-quarter loss of $0.47 per share, compared to a loss of $0.26 per share a year ago, with an RSI value of 24.5 [6] - The stock of MacKenzie Realty Capital fell approximately 26% over the past month, closing at $0.64, with a 52-week low of $0.60 [6] - La Rosa Holdings (LRHC) announced an 80-for-1 reverse stock split, with an RSI value of 17.6, and its stock fell around 43% over the past five days, closing at $0.080 [6]

Core Insights - La Rosa Holdings Corp. has surpassed 3,000 real estate agents in its network, marking a significant milestone in its growth trajectory [1][2] - The company reported preliminary unaudited revenue of approximately $38.4 million for the first half of 2025, reflecting a year-over-year growth of about 19.4% compared to the same period in 2024 [1][2] Company Overview - La Rosa Holdings Corp. is a real estate and PropTech company that offers flexible compensation options for agents, including a revenue-sharing model and a fee-based structure with 100% commission [3] - The company aims to equip agents and franchisees with the necessary tools to deliver exceptional service through its proprietary technology platform [3] Business Model and Services - La Rosa provides both residential and commercial real estate brokerage services, along with technology-driven products and support for agents and franchise partners [4] - The business model encompasses internal services for agents and external offerings for the public, including real estate brokerage, franchising, education and coaching, and property management [4] Expansion and Operations - The company operates 26 corporate-owned brokerage offices across several states, including Florida, California, Texas, Georgia, North Carolina, and Puerto Rico [5] - La Rosa has initiated its expansion into Europe, starting with engagement of an area developer in Spain, and also has six franchised offices and branches in the U.S. and Puerto Rico [5]