LRHC La Rosa Holdings Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 19, 2024

 

La Rosa Holdings Corp.

(Exact name of registrant as specified in its charter)

 

Nevada		001-41588		87-1641189
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

1420 Celebration Blvd., 2nd Floor Celebration, Florida		34747
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code:

(321) 250-1799

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		LRHC		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On November 20, 2024, La Rosa Holdings Corp., a Nevada corporation (the “Company”), issued a press release announcing certain financial and business highlights for the third quarter ended September 30, 2024.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On November 19, 2024, the Company held its virtual 2024 Annual Stockholders’ Meeting (the “Meeting”).

 

At the close of business on September 20, 2024, the Record Date, there were 17,818,571 shares of common stock and 2,000 shares of Series X Super Voting Preferred Stock of the Company outstanding. Holders of our common stock are entitled to one vote per share. The Series X Super Voting Preferred Stock was entitled to an aggregate of 20,000,000 votes. Pursuant to the Certificate of Designation of the Series X Super Voting Preferred Stock, the Series X Super Voting Preferred Stock votes on all matters as the common stock and has 10,000 votes per share. Joseph La Rosa, the Company’s Chief Executive Officer, President and Chairman of the Board of Directors of the Company (the “Board”), owns 100% of the outstanding shares of Series X Super Voting Preferred Stock.

 

Due to an administrative error, the proxy statement for the Meeting, filed by the Company with the Securities and Exchange Commission on October 7, 2024, misstated the number of shares of common stock issued and outstanding on the Record Date and entitled to vote at the Meeting. The correct number is 17,818,571 shares of common stock, and not 17,791,571 shares as shown in the Proxy Statement.

 

At the Meeting, the combined holders of 22,498,317 shares of the voting stock entitled to notice of and to vote at the Meeting were represented in person or by proxy, representing approximately 59% of the outstanding voting shares. The presence of these shares, both common stock and Series X Super Voting Preferred Stock, constituted a quorum pursuant to the Nevada Revised Statutes and the bylaws of the Company, allowing for the transaction of business at the Meeting.

 

The final results for each of the matters considered at the Meeting were as follows:

 

1.

Election of the five nominees to the Board:

 

Name		Votes For				Withheld				Broker Non-Votes
Joseph La Rosa			20,278,882				26,714				2,192,721
Michael La Rosa			20,278,979				26,617				2,192,721
Lourdes Felix			20,252,865				52,731				2,192,721
Siamack Alavi			20,269,110				36,486				2,192,721
Ned L. Siegel			20,267,374				38,222				2,192,721

 

Each director nominee was elected to serve as a director until the Company’s 2025 annual meeting of stockholders, or until such person’s successor is duly elected and qualified, or until such person’s earlier resignation, death, or removal. Due to the fact that directors are elected by a plurality of the votes cast, votes could only be cast in favor of or withheld from the nominees and thus votes against were not applicable.

 

 

2.

Ratification of Appointment of Marcum LLP as the independent auditor of the Company for the fiscal year ending December 31, 2024:

 

Votes For				Votes Against				Abstentions
	22,195,746				301,549				1,022

 

The affirmative vote of the holders of a majority of the outstanding shares present in person, by remote communication, or represented by proxy at the Meeting and entitled to vote was required for approval. The proposal was approved.

 

3.

Approval of the Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan:

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	20,246,851				56,944				1,801				2,192,721

 

The affirmative vote of the holders of a majority of the outstanding shares present in person, by remote communication, or represented by proxy at the Meeting and entitled to vote was required for approval. The proposal was approved.

 

4.

Approval of the Second Amended and Restated La Rosa Holdings Corp. 2022 Agent Incentive Plan:

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	20,250,365				53,769				1,462				2,192,721

 

The affirmative vote of the holders of a majority of the outstanding shares present in person, by remote communication, or represented by proxy at the Meeting and entitled to vote was required for approval. The proposal was approved.

 

5.

Adjournment of the meeting to permit further solicitation of proxies, if necessary or appropriate:

 

Votes For				Votes Against				Abstentions
	22,047,632				439,563				11,122

 

The affirmative vote of the holders of a majority of the outstanding shares present in person, by remote communication, or represented by proxy at the Meeting and entitled to vote was required for approval. The proposal was approved.

 

 

Item 8.01 Other Events.

 

A copy of the press release referenced in Item 2.02 of this Current Report on Form 8-K is as Exhibit 99.1 to this Current Report on Form 8-K.

 

The disclosure under Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit No.		Description
99.1		Press Release of La Rosa Holdings Corp., dated November 20, 2024.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 25, 2024	LA ROSA HOLDINGS CORP.
	By:	/s/ Joseph La Rosa
	Name:	Joseph La Rosa
	Title:	Chief Executive Officer

 

 

4

 

 

Exhibit 99.1

 

 

La Rosa Holdings Reports 155% Year-Over-Year Increase in Revenue to $51.7 Million for the First 9 Months of 2024; Surpassing Initial Revenue Guidance by Approximately $6.7 Million

 

Revenue for the Third Quarter of 2024 Increased 188% Year-Over-Year to $19.6 Million

 

Targeting $100 Million Annualized Revenue as 2024 Exit Run Rate

 

Celebration, FL – November 20, 2024 – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”), a holding company for six agent-centric, technology-integrated, cloud-based, multi-service real estate segments, today provided a business update and reported financial results for the third quarter ended September 30, 2024.

 

Key Financial Highlights

 

●

Total revenue increased 188% year-over-year to $19.6 million for the third quarter ended September 30, 2024 from $6.8 million for the third quarter ended September 30, 2023

 

●

Residential real estate services revenue increased $12.6 million to $16.5 million, or 328%, for the third quarter ended September 30, 2024 from $3.8 million for the third quarter ended September 30, 2023

 

●

Property management revenue increased by approximately $341 thousand to $2.9 million, or 14%, for the third quarter ended September 30, 2024 from $2.5 million for the third quarter ended September 30, 2023

 

●

Real Estate Brokerage Services (Commercial) revenue increased by approximately $34 thousand to $64 thousand, or 110% for the third quarter ended September 30, 2024 from $31 thousand for the third quarter ended September 30, 2023

 

●

Total revenue increased approximately 155% year-over-year to $51.7 million for the nine months ended September 30, 2024 from $20.3 million for the nine months ended September 30, 2023; surpassing initial revenue guidance by approximately $6.7 Million

 

●

Residential real estate services revenue increased $30.7 million to $42.6 million, or 259%, for the nine months ended September 30, 2024 from $11.9 million for the nine months ended September 30, 2023

 

●

Property management revenue increased by approximately $986 thousand to $8.2 million, or approximately 14%, in the nine months ended September 30, 2024 from $7.2 million for the nine months ended September 30, 2023

 

●

Real Estate Brokerage Services (Commercial) revenue increased by approximately $149 thousand to $249 thousand, or 148% for the nine months ended September 30, 2024 from $100 thousand for the nine months ended September 30, 2023

 

Q3 2024 Operational Achievements

 

●

Acquired seven real estate brokerage franchisees in the first nine months of 2024 fiscal year

 

●

Completed acquisition of Nona Title Agency LLC DBA Red Door Title

 

●

Announced intent to acquire real estate brokerage firm with over 950 agents and more than $19.0 million in revenue for 2023

 

●

Completed debt restructuring, improving the financial position and reducing debt under the notes by approximately 9.5%

 

 

Joe La Rosa, CEO of La Rosa, commented, “We’re pleased to report that revenue grew an impressive 188% in Q3 2024 comparing to Q3 2024 and approximately 155% for the first nine months of 2024 as compared to the same period of 2023. This performance was fueled by acquisitions of real estate brokerage franchisees and an increase in agent count. During the third quarter, we acquired Nona Title Agency, enabling us to offer title insurance services. We believe that this addition enhances our ability to provide seamless, end-to-end experiences for homebuyers and sellers, while positioning title services as a high-margin revenue stream projected to grow significantly in 2025.

 

“We are developing a transformative proptech company that empowers agents with state-of-the-art tools to deliver exceptional service and revolutionize the real estate experience through innovation and efficiency. At the heart of this initiative is our proprietary platform, My Agent Account, which we continually refine to give our agents a competitive edge, enhance productivity, and set new industry benchmarks. Our competitive revenue share model and agent-centric approach have been key drivers of our strong organic growth. Since June 1, 2024, we have successfully onboarded over 400 agents in just three months. We believe that it is a testament to the strength of our model and our ongoing commitment to empowering and supporting our expanding agent network. This growth underscores our focus on creating an environment where agents can thrive and achieve success.

 

“We are leveraging our momentum with ambitious plans for further growth. In addition to acquiring franchisees, we are exploring strategic acquisitions, including a recent Letter of Intent (LOI) to acquire a real estate brokerage generating $19 million in revenue in 2023, supported by a network of 950+ agents across multiple states. This aligns with our vision of providing technology-driven real estate solutions, expanding market reach, and delivering greater value to agents.

 

“Looking ahead, we anticipate an annualized revenue run rate of $100 million by the end of 2024, driven by scaling operations, expanding revenue streams, and integrating new agents and technologies. We expect to achieve profitability in 2025, supported by disciplined cost management, enhanced technology offerings, and continued focus on agent success and customer satisfaction,” concluded Mr. La Rosa.

 

The closings of the acquisitions mentioned in this press release are subject to, and contingent upon, the parties entering into their respective definitive agreements. There can be no assurances that these acquisitions will be consummated.

 

Financial Results

 

Total revenue for the third quarter ended September 30, 2024, was $19.6 million compared to $6.8 million for the third quarter ended September 30, 2023. Residential real estate services revenue increased $12.6 million to $16.5 million, or 328%, in the third quarter ended September 30, 2024, from $3.8 million for the third quarter ended September 30, 2023. The increase was driven by $12.2 million of revenue from the six acquisitions completed in the fourth quarter of fiscal year 2023 and the seven acquisitions completed in the first nine months of fiscal year 2024. We increased our transaction fee, monthly agent fee, and annual fee effective September 1, 2023, which, if volume returns to 2023 levels, real estate brokerage services revenue, excluding incremental acquisition revenue, will increase in 2024. Selling, general and administrative costs, excluding stock-based compensation, for the third quarter ended September 30, 2024, were approximately $3.0 million, compared to $988 thousand for the third quarter ended September 30, 2023. A portion of this increase was driven by $1.1 million of additional costs from the thirteen acquisitions we completed since the Company’s initial public offering (IPO) in October 2023 in addition to increased payroll and benefits, insurance and training, and public company costs in connection with the IPO, compared to the same period in 2023. Net loss was $3.4 million, or $(0.21) basic and diluted loss per share, for the third quarter ended September 30, 2024, compared to net loss of $344 thousand, or $(0.06) basic and diluted loss per share, for the third quarter ended September 30, 2023.

 

 

Total revenue for the nine months ended September 30, 2024, was $51.7 million compared to $20.3 million for nine months ended September 30, 2023. Residential real estate services revenue increased $30.7 million to $42.6 million, or 259%, in the nine months ended September 30, 2024, from $11.9 million for the nine months ended September 30, 2023. The increase was driven by $32 million of revenue from the six acquisitions completed in the fourth quarter of fiscal year 2023 and the seven acquisitions completed in the first nine months of fiscal year 2024. Selling, general and administrative costs, excluding stock-based compensation, for the nine months ended September 30, 2024, were $8.5 million, compared to $2.9 million for the nine months ended September 30, 2023. A portion of this increase was driven by $1.9 million of additional costs from the thirteen acquisitions we completed since the Company’s IPO in October 2023 in addition to increased payroll and benefits, insurance and training, and public company costs in connection with the IPO, compared to the same period in 2023. Net loss was $10.5 million, or $(0.70) basic and diluted loss per share, for the nine months ended September 30, 2024, compared to net loss of $1.7 million, or $(0.29) basic and diluted loss per share, for the nine months ended September 30, 2023.

 

About La Rosa Holdings Corp.

 

La Rosa Holdings Corp. (Nasdaq: LRHC) is disrupting the real estate industry by offering agents a choice between a revenue share model or an annual fee-based model with 100% agent commissions. Leveraging its proprietary technology platform, La Rosa empowers agents and franchisees to deliver top-tier service to their clients. The Company provides both residential and commercial real estate brokerage services and offers technology-based products and services to its sales agents and franchise agents.

 

La Rosa’s business model is structured around internal services for agents and external services for the public, including residential and commercial real estate brokerage, franchising, real estate brokerage education and coaching, and property management. The Company has 24 La Rosa Realty corporate real estate brokerage offices and branches located in Florida, California, Texas, Georgia, and Puerto Rico. The Company also has 9 La Rosa Realty franchised real estate brokerage offices and branches and 3 affiliated real estate brokerage offices, all within the United States and Puerto Rico. 

 

For more information, please visit: https://www.larosaholdings.com.

 

Stay connected with La Rosa, sign up for news alerts here: larosaholdings.com/email-alerts.

 

Forward-Looking Statements

 

This press release contains forward-looking statements regarding the Company’s current expectations that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow its business and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation, the Company’s ability to achieve profitable operations, our ability to successfully integrate acquisitions into our business operations, customer acceptance of new services, the demand for the Company’s services and the Company’s customers’ economic condition, the impact of competitive services and pricing, general economic conditions, the successful integration of the Company’s past and future acquired brokerages, the effect of the recent National Association of Realtors’ landmark settlement on our business operations, and other risk factors detailed in the Company’s filings with the United States Securities and Exchange Commission (the “SEC”). You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and other reports and documents that we file from time to time with the SEC, including our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024. Forward-looking statements contained in this press release are made only as of the date of this press release, and La Rosa does not undertake any responsibility to update any forward-looking statements in this release, except as may be required by applicable law. References and links to websites have been provided as a convenience, and the information contained on such websites has not been incorporated by reference into this press release.

 

For more information, contact: info@larosaholdings.com

 

Investor Relations Contact:

 

Crescendo Communications, LLC

David Waldman/Natalya Rudman

Tel: (212) 671-1020

Email: LRHC@crescendo-ir.com

 

(Tables follow)

 

 

La Rosa Holdings Corp. and Subsidiaries

Condensed Consolidated Balance Sheets

 

		September 30, 2024				December 31, 2023
		(unaudited)				(audited)
Assets
Current assets:
Cash		$	1,811,608			$	959,604
Restricted cash			2,148,148				1,484,223
Accounts receivable, net of allowance for credit losses of $165,554 and $83,456, respectively			817,391				826,424
Other current assets			1,188				—
Total current assets			4,778,335				3,270,251
Noncurrent assets:
Property and equipment, net			17,739				14,893
Right-of-use asset, net			1,088,759				687,570
Intangible assets, net			5,673,222				4,632,449
Goodwill			8,102,089				5,702,612
Other long-term assets			26,853				21,270
Total noncurrent assets			14,908,662				11,058,794
Total assets		$	19,686,997			$	14,329,045
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	2,093,563			$	1,147,073
Accrued expenses			729,043				227,574
Contract liabilities			72,365				—
Line of credit			75,697				—
Derivative liability			50,040				—
Advances on future receipts			262,263				77,042
Accrued acquisition cash consideration			341,404				300,000
Notes payable, current			2,095,692				4,400
Lease liability, current			526,609				340,566
Total current liabilities			6,246,676				2,096,655
Noncurrent liabilities:
Note payable, net of current			643,734				615,127
Security deposits payable			1,821,582				1,484,223
Lease liability, noncurrent			581,622				363,029
Other liabilities			2,950				2,950
Total non-current liabilities			3,049,888				2,465,329
Total liabilities			9,296,564				4,561,984
Stockholders’ equity:
Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 2,000 Series X shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively			—				—
Common stock - $0.0001 par value; 250,000,000 shares authorized; 18,560,199 and 13,406,480 issued and outstanding at September 30, 2024 and December 31, 2023, respectively			1,856				1,341
Additional paid-in capital			26,433,290				18,016,400
Accumulated deficit			(21,478,792	)			(12,107,756	)
Total stockholders’ equity – La Rosa Holdings Corp. shareholders			4,956,354				5,909,985
Noncontrolling interest in subsidiaries			5,434,079				3,857,076
Total stockholders’ equity			10,390,433				9,767,061
Total liabilities and stockholders’ equity		$	19,686,997			$	14,329,045

 

 

La Rosa Holdings Corp. and Subsidiaries

Condensed Consolidated Statements of Operations

(unaudited)

 

		Three Months Ended September 30,								Nine Months Ended September 30,
		2024				2023				2024				2023
Revenue		$	19,593,036			$	6,792,250			$	51,733,355			$	20,320,606
Cost of revenue			17,957,130				6,216,751				47,349,141				18,450,162
Gross profit			1,635,906				575,499				4,384,214				1,870,444
Operating expenses:
Sales and marketing			246,369				49,277				691,704				242,548
General and administrative			2,747,616				938,634				7,809,627				2,672,372
Stock-based compensation — general and administrative			389,711				5,041				4,054,821				79,341
Total operating expenses			3,383,696				992,952				12,556,152				2,994,261
Loss from operations			(1,747,790	)			(417,453	)			(8,171,938	)			(1,123,817	)
Other income (expense)
Interest expense, net			(98,566	)			(6,966	)			(197,425	)			(147,505	)
Loss on extinguishment of debt			(722,729	)			—				(722,729	)			—
Amortization of debt discount			(135,185	)			(207,887	)			(455,289	)			(882,781	)
Change in fair value of derivative liability			307,098				10,201				218,998				138,985
Other income, net			4,544				278,266				4,544				278,834
Net loss			(2,392,628	)			(343,839	)			(9,323,839	)			(1,736,284	)
Less: Net income (loss) attributable to noncontrolling interests in subsidiaries			59,540				—				47,197				—
Net loss after noncontrolling interest in subsidiaries			(2,452,168	)			(343,839	)			(9,371,036	)			(1,736,284	)
Less: Deemed dividend			920,038				—				1,150,706				—
Net loss attributable to common stockholders		$	(3,372,206	)		$	(343,839	)		$	(10,521,742	)		$	(1,736,284	)
Loss per share of common stock attributable to common stockholders
Basic and diluted		$	(0.21	)		$	(0.06	)		$	(0.70	)		$	(0.29	)
Weighted average shares used in computing net loss per share of common stock attributable to common stockholders
Basic and diluted			16,358,452				6,180,633				14,970,099				6,063,056

 

 

5

 

v3.24.3

Cover	Nov. 19, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 19, 2024
Entity File Number	001-41588
Entity Registrant Name	La Rosa Holdings Corp.
Entity Central Index Key	0001879403
Entity Tax Identification Number	87-1641189
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1420 Celebration Blvd.
Entity Address, Address Line Two	2nd Floor
Entity Address, City or Town	Celebration
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34747
City Area Code	321
Local Phone Number	250-1799
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	LRHC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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