Form 8-K

8-K — La Rosa Holdings Corp.

Accession: 0001213900-26-065868

Filed: 2026-06-05

Period: 2026-06-05

CIK: 0001879403

SIC: 6531 (REAL ESTATE AGENTS & MANAGERS (FOR OTHERS))

Item: Results of Operations and Financial Condition

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0293822-8k_larosa.htm (Primary)

EX-99.1 — PRESS RELEASE OF LA ROSA HOLDINGS CORP., DATED JUNE 5, 2026 (ea029382201ex99-1.htm)

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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): June 5, 2026

La Rosa Holdings Corp.

(Exact

name of registrant as specified in its charter)

Nevada

001-41588

87-1641189

(State

or other jurisdiction

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 ☒

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.

June 5, 2026, La Rosa Holdings Corp., a Nevada corporation (the “Company”), issued a press release announcing certain business

and financial highlights for the fiscal year ended December 31, 2025.

Item 8.01

Other Events.

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 June 5, 2026.

104

Cover Page Interactive Data File (embedded with the

Inline XBRL document).

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: June 5, 2026

LA ROSA HOLDINGS CORP.

By:

/s/ Joseph

La Rosa

Name:

Joseph La Rosa

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE OF LA ROSA HOLDINGS CORP., DATED JUNE 5, 2026

EX-99.1

Filename: ea029382201ex99-1.htm · Sequence: 2

Exhibit

99.1

Rosa Holdings Corp. Reports 17% Year-Over-Year Revenue Growth to $68.5 Million for Fiscal 2025

Gross

Profit Increased 17% Year-Over-Year to $7.0 Million in 2025

Celebration,

FL – June 5, 2026 – 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 year ended December 31, 2025.

2025

Financial Highlights

● Total

revenue increased approximately 17% year-over-year to $68.5 million for the year ended December 31, 2025 from $58.7 million for the year

ended December 31, 2024

● Residential

real estate services revenue increased by approximately $9.5 million to $66.5 million, or 17% for the year ended December 31, 2025 from

$57.0 million for the year ended December 31, 2024

● Title

Settlement and Insurance revenue increased by approximately $215 thousand to $298 thousand, or approx. 259% for the year ended December

31, 2025 from $83 thousand for the year ended December 31, 2024

● Real

Estate Brokerage Services (Commercial) revenue increased by approximately $366 thousand to $694 thousand, or approx. 112% for the year

ended December 31, 2025 from $328 thousand for the year ended December 31, 2024

● Property

management revenue increased by approximately $47 thousand to approximately $395 thousand, or 13%, for the year ended December 31, 2025

from $349 thousand for the year ended December 31, 2024

● Gross

profit increased by approximately $1.0 million, or 17%, year-over-year, to $7.0 million for the year ended December 31, 2025 from $6.0

million for the year ended December 31, 2024

● As

of December 31, 2025, the Company had unrestricted cash of approximately $3.1 million compared to $1.4 million as of December 31, 2024

Joe

La Rosa, CEO of La Rosa, commented, “We are pleased with our performance in 2025, highlighted by a 17% year-over-year increase

in total revenue to $68.5 million. Growth was driven by continued momentum in our residential real estate services segment, which also

increased 17%, together with steady contributions from our title settlement and insurance, commercial brokerage, and property management

businesses. We believe that our ability to deliver top-line growth while increasing gross profit by 17% demonstrates the scalability

of our platform.”

“Looking

ahead, we intend on strategically positioning La Rosa at the intersection of real estate and next-generation technology. As part of this

strategy, we have signed a non-binding letter of intent to acquire Consensus Core Technologies, a provider of critical infrastructure

solutions for AI and high-performance computing. We believe this proposed acquisition, if consummated, would position La Rosa at the

forefront of the AI infrastructure ecosystem and provide a scalable platform to capitalize on the growing demand for AI compute capacity.

The consummation of this transaction is subject to, and contingent upon, the execution of a definitive agreement and other related transaction

documents by the parties, corporate approval and customary closing conditions, and there can be no assurances that such transaction will

be consummated. We believe we are well-positioned to drive long-term value for our stockholders,” concluded Mr. La

Rosa.

This

press release is being issued in connection with the Company’s filing of a comprehensive Annual Report on Form 10-K for the fiscal

years ended December 31, 2025 and 2024 (“Comprehensive Form 10-K”), which includes restated financial statements for the

fiscal year ended December 31, 2024 and certain interim periods, as described therein. The Company’s independent auditors have

included an explanatory paragraph in their audit report regarding the Company’s ability to continue as a going concern. Additionally,

management has identified material weaknesses in the Company’s internal control over financial reporting as of December 31, 2025.

For further information, investors should refer to the Company’s Comprehensive Form 10-K filed with the SEC.

About

La Rosa Holdings Corp.

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.

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.

Rosa operates 23 corporate-owned brokerage offices across Florida, California, Texas, Georgia, 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, 2025, 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)

Rosa Holdings Corp. and Subsidiaries

Consolidated

Balance Sheets

December 31,

2025

December 31,

2024

Assets

Current assets:

Cash and cash equivalents

$ 3,086,770

$ 1,442,901

Restricted cash

1,758,531

1,750,421

Accounts receivable, net of allowance for credit losses of $179,643 and $166,504, respectively

1,252,452

931,662

Other current assets

15,601

1,788

Total current assets

6,113,354

4,126,772

Noncurrent assets:

Restricted cash, net of current

58,972

387,286

Property and equipment, net

6,094

9,411

Right-of-use asset, net

963,991

997,715

Intangible assets, net

4,425,042

5,840,080

Goodwill

1,831,197

8,012,331

Other long-term assets

44,867

33,831

Total noncurrent assets

7,330,163

15,280,654

Total assets

$ 13,443,517

$ 19,407,426

Liabilities, Series X Preferred Stock Subject to Redemption and Stockholders’ (Deficit) Equity

Current liabilities:

Accounts payable

$ 2,895,861

$ 2,376,704

Accrued expenses

83,876

738,065

Contract liabilities

171,100

7,747

Security deposits and escrow payable

1,758,531

1,750,421

Line of credit

—

148,976

Derivative liability

—

1,607,544

Advances on future receipts

—

618,681

Accrued acquisition cash consideration

30,000

381,404

Notes payable, current

148,757

2,187,673

Lease liability, current

486,481

473,733

Total current liabilities

5,574,606

10,290,948

Noncurrent liabilities:

Note payable, net of current

7,143,803

1,475,064

Security deposits and escrow payable, net of current

58,972

387,286

Lease liability, noncurrent

514,388

545,759

Other liabilities

—

32,950

Total non-current liabilities

7,717,163

2,441,059

Total liabilities

13,291,769

12,732,007

Commitments and contingencies (Note 16)

Series X Preferred Stock Subject to Redemption:

Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 2,000 and 0 Series X Preferred Stock issued and outstanding at December 31, 2025 and December 31, 2024, respectively

2,000,000

—

Stockholders’ (Deficit) Equity:

Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 0 and 2,000 Series X shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

—

Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 6,000 and 0 Series B shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively

—

Common stock - $0.0001 par value; 2,000,000,000 shares authorized; 20,963 and 2,772 issued and outstanding at December 31, 2025 and December 31, 2024, respectively

—

Additional paid-in capital

51,010,523

29,123,774

Accumulated deficit

(57,099,883 )

(26,555,319 )

Total stockholders’ (deficit) equity – La Rosa Holdings Corp. shareholders

(6,089,358 )

2,568,455

Noncontrolling interest in subsidiaries

4,241,106

4,106,964

Total stockholders’ (deficit) equity

(1,848,252 )

6,675,419

Total Liabilities, Series X Preferred Stock Subject to Redemption and Stockholders’ (Deficit) Equity

$ 13,443,517

$ 19,407,426

Rosa Holdings Corp. and Subsidiaries

Consolidated

Statements of Operations

Year Ended

December 31,

2025

2024

(Restated)

Revenue

$ 68,507,806

$ 58,682,139

Cost of revenue

61,539,417

52,728,860

Gross profit

6,968,389

5,953,279

Operating expenses:

Sales and marketing

1,542,680

1,007,077

General and administrative

13,869,972

10,625,551

Stock-based compensation — general and administrative

4,980,139

4,730,355

Impairment of goodwill and intangibles

6,911,770

787,438

Total operating expenses

27,304,561

17,150,421

Loss from operations

(20,336,172 )

(11,197,142 )

Other income (expense)

Interest expense, net

243,825

(403,397 )

Gain (loss) on extinguishment of debt

3,961,075

(777,558 )

Amortization of debt discount

(63,160 )

(649,138 )

Change in fair value of derivative liability

899,874

(1,338,506 )

Loss on issuance of senior secured convertible note and warrants

(128,836,250 )

—

Change on fair value of convertible note and warrants

31,163,415

—

Gain on settlement of incremental warrants

82,299,000

—

Other income, net

257,971

15,745

Loss before income taxes

(30,410,422 )

(14,349,996 )

Provision for income taxes

—

Net loss

(30,410,422 )

(14,349,996 )

Less: Net income attributable to noncontrolling interests in subsidiaries

134,142

97,567

Net loss after noncontrolling interest in subsidiaries

(30,544,564 )

(14,447,563 )

Less: Deemed dividend

2,275,264

1,476,044

Net loss attributable to common stockholders

$ (32,819,828 )

$ (15,923,607 )

Loss per share of common stock attributable to common stockholders

Basic and diluted

$ (3,531 )

$ (7,844 )

Weighted average shares used in computing net loss per share of common stock attributable to common stockholders

Basic and diluted

9,296

2,030

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration