La Rosa Holdings Corp.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.