La Rosa Holdings Corp.

La Rosa Holdings Corp. announced the completion of the issuance of the remaining 250 shares of Series D Convertible Preferred Stock to an institutional investor on June 10, 2026. This transaction, part of a previously announced Securities Purchase Agreement, generated aggregate gross proceeds of $250,000 for the company. The shares were issued pursuant to the exemption from registration requirements under Rule 506(b) of Regulation D.

La Rosa Holdings Corp. reported a 17% year-over-year increase in total revenue to $68.5 million and a 17% rise in gross profit to $7.0 million for the fiscal year ended December 31, 2025. Growth was driven by strong performance across residential real estate services, title settlement, commercial brokerage, and property management segments. The company also announced a non-binding letter of intent to acquire Consensus Core Technologies, aiming to position itself in the AI infrastructure ecosystem. However, the company reported a significant net loss and auditors noted a going concern issue, along with identified material weaknesses in internal controls.

La Rosa Holdings Corp. reported a 17% year-over-year increase in total revenue to $68.5 million for 2025, driven by growth across all segments including residential real estate services, title settlement, commercial brokerage, and property management. The company also announced a non-binding letter of intent to acquire Consensus Core Technologies, an AI and high-performance computing infrastructure provider, aiming to position La Rosa in the AI ecosystem. However, the company's independent auditors included an explanatory paragraph regarding its ability to continue as a going concern, and management identified material weaknesses in internal control over financial reporting.

La Rosa Holdings Corp. has filed a comprehensive Form 10-K for the fiscal years ended December 31, 2025, and 2024, which includes restatements of previously issued financial statements. The restatements are due to corrections in revenue and cost of revenue recognition, specifically related to property management fees being presented on a gross basis instead of a net basis. This resulted in a material weakness in internal controls over financial reporting. Despite the significant adjustment to top-line revenue, the company states there was no impact on gross profit, operating income, net income, equity, or cash flows. The company also announced a strategic repositioning into the AI ecosystem and detailed recent financing activities and acquisitions.

La Rosa Holdings Corp. filed an amendment to its Form 8-K, correcting an error in the Certificate of Designation of Series D Preferred Stock. The correction modifies the authorized number of Series D Convertible Preferred Stock from 250 shares to 500 shares. Additionally, the amendment updates the effective dates for the Securities Purchase Agreement and Subscription Date to May 27, 2026.

La Rosa Holdings Corp. entered into a Securities Purchase Agreement with an institutional investor to issue up to 500 shares of Series D Convertible Preferred Stock at $1,000 per share. An initial closing on May 27, 2026, involved 250 shares for $250,000, with an option for the investor to purchase an additional 250 shares upon the filing of the Company's 2025 Annual Report on Form 10-K. The Series D Preferred Stock carries no dividends, limited voting rights, and is convertible into common stock at a variable conversion price, subject to a 9.99% beneficial ownership cap.

La Rosa Holdings Corp. announced it received a deficiency notification from Nasdaq on May 21, 2026, for failing to timely file its Quarterly Report on Form 10-Q for Q1 2026 and its Annual Report on Form 10-K for 2025. This puts the company in non-compliance with Nasdaq Listing Rule 5250(c)(1). La Rosa has until June 15, 2026, to submit a plan to regain compliance, with a potential extension until October 12, 2026. The company intends to take necessary steps to regain compliance as soon as practicable.

La Rosa Holdings Corp. announced that its Audit Committee concluded that previously issued financial statements for 2023, 2024, and 2025 interim periods should no longer be relied upon. The company will restate revenues and cost of revenue due to an error in recognizing property management fees on a gross basis instead of net, resulting in an overstatement of both figures with no impact on gross profit. Additionally, management identified material weaknesses in internal control over financial reporting.

La Rosa Holdings Corp. announced its appointment as the exclusive listing agent in the United States for Flor de Pacífico, a new residential development in Guanacaste, Costa Rica. This partnership, spanning an initial five-year term, positions La Rosa to lead all U.S.-based sales and marketing efforts, earning a 10% commission on transactions. Phase 1 of the project is projected to generate approximately $20 million in sales, with additional phases expected to substantially increase the project's overall value and La Rosa's revenue potential.

La Rosa Holdings Corp. announced a non-cash restatement of its fiscal 2024 revenue, adjusting it to $58.6 million due to ASC 606 calculation, which reduced revenue by $10.8 million but increased the gross margin percentage from 8.57% to 10.14%. The company emphasized that the restatement has no impact on gross profit, operating income, net income, shareholders’ equity, or cash flows. Additionally, La Rosa revised its 2025 guidance to $68.6 million and provided an update on its acquisition of Consensus Core Technologies, aiming to position itself in the AI infrastructure ecosystem.