La Rosa Holdings Corp.
For the period ended Jun 30, 2026. Filed Aug 21, 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.
Jun 30, 2026 · Filed Aug 21, 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 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 INFORMATIONCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-21.
0001437749-26-028725
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 23 previous paragraphs and 28 current paragraphs.
12 unchanged; 8 reworded; 8 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 (8)
Current report
Additionally, on July 22, 2026, the SEC approved a new Nasdaq continued listing requirement applicable to companies listed on the Nasdaq Stock Market that would require listed companies to maintain a minimum MVLS of at least $5.0 million. Under the approved rule, if a company's MVLS remains below $5.0 million for 30 consecutive business days, Nasdaq will issue a Staff Delisting Determination and immediately suspend trading in the company's securities and commence delisting proceedings. Unlike many other Nasdaq continued listing standards, the rule does not provide a compliance or cure period before a delisting determination is issued. Although a company may appeal a delisting determination, the appeal generally does not stay the suspension of trading, and the company's securities would generally trade on an over-the-counter market during the appeals process. In addition, any exception that may be granted by a Nasdaq Hearings Panel is very limited. However, on July 29, 2026, the SEC notified Nasdaq that it had received notices of intention to petition for review of the approval order and, pursuant to Rule 431(e) of the SEC's Rules of Practice, the effectiveness of the approval order was automatically stayed pending further review by the SEC. As a result, the ultimate implementation, timing and scope of the MVLS requirement remain uncertain.
Current report
We are subject to risks related to concentration of significant portion of our assets in digital form, stablecoin exposure as well as risks associated with the custodian's operational performance, security controls, financial condition, and ability to safeguard and facilitate access to our assets.
Current report
A significant portion of our assets consists of digital assets, primarily frxUSD, which are subject to unique risks that could adversely affect our financial condition, liquidity, and results of operations.
Current report
As of June 30, 2026, a substantial portion of our assets consisted of restricted digital assets held pursuant to our financing arrangements. Our digital asset holdings are highly concentrated in frxUSD, a stablecoin whose value, liquidity, and utility depend on the continued operation, financial condition, governance, and market acceptance of the issuer and related protocol. Although frxUSD is designed to maintain a stable value, there can be no assurance that it will remain fully redeemable, maintain its intended peg, or continue to be widely accepted in the marketplace.
Current report
Any disruption affecting frxUSD, including a loss of confidence by market participants, reduced liquidity, redemption limitations, operational failures, cybersecurity incidents, governance disputes, regulatory actions, reserve-related concerns, or other adverse developments, could result in a decline in the value or marketability of our digital assets. If frxUSD were to experience a significant de-pegging event or become subject to restrictions on transfer or redemption, we could incur losses and our ability to access liquidity could be materially adversely affected.
Current report
In addition, our digital assets are held with a single third-party custodian and are subject to contractual restrictions under our financing arrangements. As a result, we are exposed to risks associated with the custodian's operational performance, security controls, financial condition, and ability to safeguard and facilitate access to our assets. Any failure, interruption, insolvency, cyberattack, fraud, or other adverse event affecting the custodian could impair our ability to access, transfer, liquidate, or realize value from these assets in a timely manner, or at all.
Current report
The regulatory environment applicable to stablecoins and other digital assets remains uncertain and continues to evolve. Future legislative, regulatory, enforcement, accounting, tax, or other governmental actions could adversely affect the issuance, custody, transferability, liquidity, valuation, or use of frxUSD and other digital assets. Any such developments could reduce the value of our digital assets, limit our ability to utilize them in our operations or financing arrangements, and adversely affect our business, financial condition, and results of operations.
Current report
Because our digital asset holdings represent a significant concentration of assets, any adverse development affecting frxUSD, the related protocol, the custodian, or the broader digital asset market could have a disproportionate impact on our liquidity, financial condition, and results of operations.
Removed paragraphs (3)
Previous 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.
Previous 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.
Previous report
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.
Reworded paragraphs (8)
Previous wording
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 wording
On August 20, 2026, the closing price of our Common Stock was $0.5636 . 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.
Previous wording
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 wording
On June 10, 2026, we received a letter from the Staff indicating that, because our stockholders’ equity as reported in its Form 10-K for the fiscal year ended December 31, 2025 was $(1,848,252), we are 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. On July 27, 2026, we submitted to Nasdaq a plan of compliance addressing how we intend to regain compliance with the Nasdaq Listing Rule 5550(b)(1). If the plan is accepted, we can be granted up to 180 calendar days from the date of the letter (or until December 7, 2026) to evidence compliance.
Previous wording
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 wording
On August 21, 2026, the Company received a notice from the Staff that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2026 with the SEC. The Staff informed the Company that, under Nasdaq rules, the Company has 60 calendar days, or until October 20, 2026, to submit a plan to regain compliance, and if the Staff accepts such plan, it may grant an exception of up to 180 calendar days from the filing due date, or until February 16, 2027, to regain compliance.
Previous wording
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 wording
There can be no assurance that we will be able to regain or maintain compliance with all applicable continued listing requirements or that Nasdaq will be accept our plan of compliance.
Previous wording
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 wording
As of the date of this report, our MVLS is below $5 million. Accordingly, if the stay is lifted, the rule becomes effective, and we are unable to satisfy the MVLS requirement, our securities would become subject to suspension and delisting 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.
Previous 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, 2025 filed with the SEC on June 4, 2026.
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, 2025 filed with the SEC on June 4, 2026 and our Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed with the SEC on July 31, 2026.
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 first quarter of 2026 the Company issued the following securities which were not registered under the Securities Act.
Current wording
(a) Other than the issuances of unregistered securities described in the Current Reports on Form 8-K filed by the Company with the SEC, the Company did not issue any unregistered securities during the second quarter of 2026.
Previous wording
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.
Current wording
During thesix months ended* June 30, 2026,no director or officer adopted, modified or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item408*(a) of Regulation S-K.