La Rosa Holdings Corp 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedMarch 31, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____to_____ Commission File Number:001-41588 LA ROSA HOLDINGS CORP.(Exact name of registrant as specified in its charter) (Registrant’s telephone number, including area code) N/A(Former name, former address and formal fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☐No☒ Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As ofJuly 31, 2026, the registrant had 2,108,277shares of common stock, par value $0.0001 per share, outstanding. TABLE OF CONTENTS PART I.FINANCIAL INFORMATION1ITEM 1.FINANCIAL STATEMENTS1CONDENSED CONSOLIDATED BALANCE SHEETS AT MARCH 31, 2026 (UNAUDITED) ANDDECEMBER 31, 20251CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDEDMARCH 31, 2026 AND 2025(UNAUDITED)2CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’EQUITY (DEFICIT)FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED)3CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDEDMARCH 31, 2026 AND 2025 (UNAUDITED)5NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)6ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS29ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK39ITEM 4.CONTROLS AND PROCEDURES40PART II.OTHER INFORMATION41ITEM 1.LEGAL PROCEEDINGS41ITEM 1A.RISK FACTORS41ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OFEQUITY SECURITIES42ITEM 3.DEFAULTS UPON SENIOR SECURITIES42ITEM 4.MINE SAFETY DISCLOSURES42ITEM 5.OTHER INFORMATION42ITEM 6.EXHIBITS43SIGNATURES46i PART I. FINANCIAL INFORMATION ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS La Rosa Holdings Corp. and SubsidiariesCondensed Consolidated Balance Sheets Commitments and contingencies (Note 6) Series X Preferred Stock Subject to Redemption:Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 1,800 and 2,000 Series X shares issued andoutstanding at March 31, 2026 and December 31, 2025, respectively—2,000,000Stockholders’ Deficit:Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 1,620 and 6,000 Series B Convertible PreferredStock issued and outstanding at March 31, 2026 and December 31, 202511Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 100 and 0 Series C Convertible Preferred Stockissued and outstanding at March 31, 2026 and December 31, 2025, respectively——Common stock - $0.0001 par value; 2,000,000,000 shares authorized; 447,345 and 20,963 issued and outstandingat March 31, 2026 and December 31, 2025, respectively431Additional paid-in capital61,742,12051,010,523Accumulated deficit(70,554,852)(57,099,883)Total stockholders' deficit – La Rosa Holdings Corp. stockholders(8,812,688)(6,089,358)Noncontrolling interest in subsidiaries1,313,2774,241,106Total stockholders' deficit(7,499,411)(1,848,252)Total liabilities, Series X Subject to Redemption and stockholders deficit$20,843,708$13,443,517 La Rosa Holdings Corp. and SubsidiariesCondensed Consolidated Statements of Operations(unaudited) La Rosa Holdings Corp. and SubsidiariesCondensed Consolidated Statements of Changes in Stockholders’Equity (Deficit)(unaudited) La Rosa Holdings Corp. and SubsidiariesCondensed Consolidated Statem