La Rosa Holdings Corp.
For the period ended Mar 31, 2026. Filed Jul 31, 2026.
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.
Mar 31, 2026 · Filed Jul 31, 2026
LRHC$0.76-15.4%Stored close · as of Oct 16, 2026
What changed in Risk Factors?
Read the current filingPrevious 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 INFORMATIONCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-07-31.
0001437749-26-025230
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 18 previous paragraphs and 23 current paragraphs.
9 unchanged; 2 reworded; 12 added; 7 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 (12)
Current report
We are currently listed on The Nasdaq Capital Market. Our failure to maintain our compliance with Nasdaq’s continued listing standards or other requirements could result in our Common Stock being delisted from Nasdaq, which could adversely affect our liquidity and the trading volume and market price of our Common Stock and decrease or eliminate your investment.
Current report
Our Common Stock is currently listed on the Nasdaq Capital Market on Nasdaq under the symbol “LRHC.” Nasdaq requires listed issuers to comply with certain standards in order to remain listed on its exchange. If, for any reason, Nasdaq should delist our securities from trading on its exchange and we are unable to obtain listing on another reputable national securities exchange, a reduction in some or all of the following may occur, each of which could materially adversely affect our stockholders.
Current report
If we violate Nasdaq’s listing requirements, or if we fail to meet any of Nasdaq’s listing standards, our Common Stock may be delisted. A delisting of our Common Stock from Nasdaq may materially impair our stockholders’ ability to buy and sell our Common Stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our Common Stock. The delisting of our Common Stock could significantly impair our ability to raise capital and the value of your shares.
Current report
On July 13, 2026, the closing price of our Common Stock was $1.01. Pursuant to Nasdaq Rule 5810(c)(3)(A)(iii), if the closing price of our Common Stock is $0.10 or less for 10 consecutive trading days, we will be issued a Staff Delisting Determination by Nasdaq. If we receive a Staff Delisting Determination Letter resulting from our Common Stock trading at or below $0.10 for 10 consecutive trading days, we will have 7 calendar days to request a hearing before a Nasdaq hearings panel to review the Staff Delisting Determination, which will determine the delisting of our Common Stock by Nasdaq. A hearing would then take place within 45 days of the hearing request to determine whether or not our Common Stock would be delisted. If, in the future, we receive a Staff Delisting Determination there can be no assurance that we would be successful in preventing a determination by the Nasdaq hearing panel that our stock will be delisted.
Current report
On April 16, 2026, the Company received a notice (the “10-K Notice”) from the Nasdaq Listing Qualifications Department (the “Staff”) that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its Annual Report on Form 10-K (“Comprehensive Form 10-K”) for the fiscal year ended December 31, 2025 (the “Initial Delinquent Filing”) with the SEC. The Staff informed the Company that, under Nasdaq rules, the Company has 60 calendar days, or until June 15, 2026 to submit a plan to regain compliance, and if the Staff accepts such plan, they can grant an exception of up to 180 calendar days from the Initial Delinquent Filing’s due date (or until October 12, 2026) to regain compliance. On May 21, 2026, the Company also received a notice (the “10-Q Notice,” and together with the 10-K Notice, the “Notices”) from the Staff indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to its failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026, and noting that the Company also remains delinquent in filing its Initial Delinquent Filing. The 10-Q Notice further states that, in accordance with Nasdaq rules and as previously communicated in the 10-K Notice, the Company has until June 15, 2026 to submit a plan (the “Filing Plan”) to regain compliance, and if the Staff accepts such plan, any exception granted will be limited to a maximum of 180 calendar days from the due date of the Initial Delinquent Filing, or until October 12, 2026, to regain compliance.
Current report
On June 4, 2026, the Company filed Comprehensive Form 10-K with the SEC. On June 10, 2026, the Company received a letter from the Staff indicating that based on the June 4, 2026 filing of the Form 10-K, the Staff has determined that the Company complies with Nasdaq Listing Rule 5250(c)(1) with regard to the Form 10-K filing. However, since it has not received the Company’s Form 10-Q, the Company remains noncompliant Nasdaq Listing Rule 5250(c)(1). On June 11, 2026, the Company submitted to Nasdaq the Filing Plan addressing how the Company intends to regain compliance with Nasdaq’s listing rules with respect to the delinquent reports, and Nasdaq has the discretion to grant the Company up to 180 calendar days from the due date of the Form 10-K, or October 12, 2026, to regain compliance.
Current report
On June 10, 2026, the Company received a letter from the Staff indicating that, because the Company’s stockholders’ equity as reported in its Form 10-K for the fiscal year ended December 31, 2025 was $(1,848,252), the Company is no longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing. Nasdaq’s letter provides the Company with 45 calendar days, or until July 27, 2026, to submit a plan to regain compliance (“SE Plan,” and together with the Filing Plan, the “Plans”). The Company is currently evaluating its available options to resolve the deficiency and regain compliance with the Nasdaq minimum stockholders’ equity requirement.
Current report
There can be no assurance that the Company will be able to regain or maintain compliance with all applicable continued listing requirements or that its Plans will be accepted by the Nasdaq.
Current report
In July 2026, the SEC approved Nasdaq's rule requiring companies listed on the Nasdaq Global Market and Nasdaq Capital Market to maintain a minimum market value of listed securities (“MVLS”) of at least $5 million. Under this rule, if a company's MVLS remains below $5 million for 30 consecutive business days, Nasdaq may immediately suspend trading in and commence delisting of the company's securities. Unlike some other Nasdaq listing deficiencies, this rule does not provide an opportunity to regain compliance prior to suspension, and a hearing request does not stay the suspension of trading. As of the date of this report, our MVLS is below $5 million. In addition, the market value of our Common Stock may fluctuate significantly due to factors beyond our control, including market conditions, investor sentiment toward small-cap companies, our operating performance, and general economic conditions. If our MVLS remains below the required threshold for the applicable period, our Common Stock could be immediately suspended from trading and delisted from Nasdaq. Such a suspension or delisting could materially reduce the liquidity and market price of our Common Stock, impair our ability to raise capital, reduce analyst coverage, and adversely affect our business and the value of an investment in our securities.
Current report
In February 2026, the Company issued 3,500 shares of common stock to a consultant in consideration for marketing services provided to the Company.
Current report
During thethree months ended* March 31, 2026,no director or officer adopted, modified or terminated any Rule 10b5-1 trading arrangement or non-Rule10b5*-1 trading arrangement, as each term is defined in Item408(a) of Regulation S-K.
Removed paragraphs (7)
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Reworded paragraphs (2)
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 third 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 first quarter of 2026 the Company issued the following securities which were not registered under the Securities Act.
Previous wording
Unless otherwise noted, the securities above were issued pursuant to the registration requirements of the Securities Act provided by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities Act, in light of the fact that none of the issuances involved a public offering of securities and no solicitation or advertisements for such securities were made by any party.
Current wording
Unless otherwise noted, the securities described above were issued pursuant to exceptions from the registration requirements of the Securities Act provided by Section 4(a)(2) and/or Rule 506 of Regulation D promulgated under the Securities Act, in light of the fact that none of the issuances involved a public offering of securities and no solicitation or advertisements for such securities were made by any party.