La Rosa Holdings Corp.
For the period ended Sep 30, 2025. Filed Nov 19, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 19, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-18.
0001213900-25-078012
Item 1A. RISK FACTORSUNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIESDEFAULTS UPON SENIOR SECURITIESMINE SAFETY DISCLOSURESOTHER INFORMATIONCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-19.
0001213900-25-112656
Item 1A. RISK FACTORSUNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIESDEFAULTS UPON SENIOR SECURITIESMINE SAFETY DISCLOSURESOTHER INFORMATIONThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 16 previous paragraphs and 18 current paragraphs.
11 unchanged; 2 reworded; 5 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
Certain shares previously issued and sold under our Third Amended and Restated La Rosa Holdings Corp. 2022 Agent Incentive Plan may have been sold in violation of federal and state securities laws and may be subject to rescission rights and other penalties, requiring us to repurchase shares sold thereunder.
Current report
During the period from December 31, 2024 to September 30, 2025, the Company mistakenly issued an aggregate of 3,068 shares (as adjusted for the reverse stock split effected on July 7, 2025) of restricted common stock to its contractors pursuant to Third Amended and Restated La Rosa Holdings Corp. 2022 Agent Incentive Plan (a part of the La Rosa Holdings Corp. 2022 Equity Incentive Plan, as amended), as free trading shares (the “Sales”). At the time of issuance of such securities, the Company mistakenly relied on the Registration Statement on Form S-8 (File No. 333-275118) filed by the Company with the SEC and declared effective upon such filing on October 20, 2023, while the shares issued in such Sales were not registered pursuant to such registration statement.
Current report
Because the registration statement did not cover the Sales, the Sales could be determined to be unregistered sales of securities and, in accordance with Section 5 of the Securities Act, direct purchasers in the Sales may have rescission rights pursuant to which they may be entitled to recover the amount paid for such shares, plus statutory interest, upon returning the shares to us within one year from the transaction date. In addition, we could be subject to enforcement actions or penalties and fines by federal and/or state regulatory authorities. We cannot predict the likelihood of any claims or actions being brought against us or the amount of any penalties or fines in connection with the Sales.
Current report
During the period from December 31, 2024 to September 30, 2025, the Company issued an aggregate of 3,068 shares of unregistered common stock to contractors pursuant to Third Amended and Restated La Rosa Holdings Corp. 2022 Agent Incentive Plan, including 1,088 shares of unregistered common stock issued in the third quarter of 2025.
Current report
In the quarter ended September 30, 2025, the Company issued 644 unregistered shares of common stock to consultants pursuant to their respective consulting agreements with the Company.
Removed paragraphs (3)
Previous report
In the quarter ended June 30, 2025, the Company issued 187 restricted stock units to its agents in line with the grants earned through the agent incentive plan and per their agreements with the Company.
Previous report
In the quarter ended June 30, 2025, the Company issued 1,220 unregistered shares of common stock to its agents pursuant to a conversion of restricted stock units held by them into shares of unregistered shares of common stock of the Company in accordance with the terms of respective grant agreements.
Previous report
In the quarter ended June 30, 2025, the Company issued two contractors stock options to purchase in aggregate 1,250 shares of common stock with an average exercise price of $13.00 per share under 2022 Plan.
Reworded paragraphs (2)
Previous wording
There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on April 15, 2025.
Current wording
Except as disclosed above in this Section “Item 1A. Risk Factors,” there have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on April 15, 2025.
Previous wording
(a) In addition to the issuances of unregistered securities described in the Current Reports on Form 8-K filed by the Company with the SEC, in the second quarter of 2025 the Company issued the following securities which were not registered under the Securities Act.
Current wording
(a) In addition to the issuances of unregistered securities described in the Current Reports on Form 8-K filed by the Company with the SEC, in the third quarter of 2025 the Company issued the following securities which were not registered under the Securities Act.