What the changes say
- La Rosa Holdings expanded its risk disclosures to cover new digital asset investments, European operations, and registration violations.
What changed since the prior 10-K
New
- NewRisks Related to Our Business and Operations
4 https://www.nar.realtor/newsroom/nar-existing-home-sales-report-shows-1-7-increase-in-february
We may fail to manage our growth organically and through acquisitions, or struggle to recruit and retain qualified management, franchisees, agents, and employees.
- NewRisks Related to Our Business and Operations
A significant adoption by consumers of alternatives to full-service agents or loan originators could have a material adverse effect on our business, prospects and results of operations
Consumers may increasingly adopt alternative real estate models such as cloud-based competitors, online discounters, direct-buyer companies, and AI-driven tools that reduce the role of full-service agents.
- NewRisks Related to Our Business and Operations
Failing to develop and maintain a positive relationship with our franchisees, agents and loan originators could compromise our ability to maintain or expand or franchisee network
Disputes with franchisees and agents regarding fees, brand standards, or marketing could lead to franchise agreement non-renewals, disaffiliations, or litigation.
- NewRisks Related to Our Business and Operations
Our franchise model can be subject to particular litigation risks
We face litigation and potential vicarious liability risks stemming from franchisee, agent, or loan originator actions or failures to maintain required insurance.
- NewRisks Related to Cryptocurrencies and Digital Assets
The continuing development and acceptance of digital assets and distributed ledger technology are subject to a variety of risks
Our recent investments in digital assets and stablecoins expose us to the high uncertainty, evolving regulations, and technological risks of blockchain and cryptocurrency industries.
- NewRisks Related to Cryptocurrencies and Digital Assets
Digital assets represent a new and rapidly evolving industry, and the market price of our Common Stock may in the future be impacted by the acceptance of stablecoins and other digital assets
Our common stock price may correlate with the public acceptance and market perception of stablecoins and other digital assets we invest in.
- NewRisks Related to Cryptocurrencies and Digital Assets
Due to a lack of familiarity and some negative publicity associated with digital asset trading platforms, existing and potential customers, counterparties and regulators may lose confidence in digital asset trading platforms
High-profile failures, bankruptcies, hacks, and fraud at digital asset trading platforms like FTX and Celsius could damage confidence in the cryptoeconomy and hurt our financial condition.
- NewRisks Related to Cryptocurrencies and Digital Assets
In addition, there have been reports that a significant amount of trading volume on digital asset trading platforms is fabricated and false in nature. Such reports may indicate that the market for digital asset trading platform activities is significantly smaller than otherwise understood
Fabricated trading volume and negative perceptions of digital asset platforms could lead to extreme price volatility and significant depreciation of our digital asset investments.
- NewRisks Related to Cryptocurrencies and Digital Assets
The foreign and U.S. tax treatment of transactions in digital assets is unclear
Unclear foreign and U.S. federal income tax treatment of digital assets could subject our cryptocurrency transactions to adverse tax consequences.
- NewRisks Related to Cryptocurrencies and Digital Assets
Blockchain networks, digital assets and the digital asset trading platforms on which these assets are traded are dependent on internet and other blockchain infrastructure, which are susceptible to system failures, security risks and rapid technological change
Digital asset platforms and blockchain networks depend on internet infrastructure and third-party providers prone to system failures, security risks, and technological changes.
- NewRisks Related to Cryptocurrencies and Digital Assets
If we hold digital assets through custodial arrangements or otherwise rely on private keys in the future, the loss, theft, destruction, or compromise of such private keys could result in the loss of digital assets and other adverse consequences
Loss, theft, destruction, or compromise of private cryptographic keys used to access digital assets could result in the permanent loss of our cryptocurrency holdings.
- NewRisks Related to Cryptocurrencies and Digital Assets
Certain shares previously issued and sold under our Third Amended and Restated La Rosa Holdings Corp. 2022 Agent Incentive Plan may have been sold in violation of federal and state securities laws and may be subject to rescission rights and other penalties, requiring us to repurchase shares sold thereunder
We mistakenly issued 31 shares of restricted common stock to contractors under our 2022 Agent Incentive Plan without registration, potentially subjecting us to rescission rights and repurchase penalties.
- NewRisks Relating to the Restatement of the Prior Financial Statements
We have concluded that certain of our previously issued financial statements should not be relied upon and have restated them, which was time-consuming, expensive and could expose us to additional risks that could have a negative effect on us
- NewRisks Relating to the Restatement of the Prior Financial Statements
The restatement of the Prior Financial Statements may lead to future stockholder litigation
Dropped
- DroppedRisks Related to Our Business and Operations
We may not realize the expected benefits of our recent acquisitions because of integration difficulties and other challenges
Reworded
- 48% rewrittenRisks Related to Our Business and Operations
The housing market is currently in flux with higher mortgage interest rates and generally increasing home prices which makes it difficult to predict future market trends. Any decrease in home sales in the future will have an adverse effect on our financial performance and results of operations
Updated housing market statistics for 2026, noting a February 2026 median home sale price of $398,000 (up 0.3%) and a 30-year fixed mortgage rate of 6.38% as of March 26, 2026.
- 44% rewrittenRisks Related to Cryptocurrencies and Digital Assets
Risks Associated with Our Capital Stock
No substantive changes made to the text regarding Nasdaq listing and compliance standards.
- 36% rewrittenRisks Related to Our Business and Operations
Adverse outcomes in litigation and regulatory actions against the NAR, other real estate brokerage companies and agents in our industry could adversely impact our financial results
No substantive changes made to the text regarding litigation and regulatory actions against the NAR.
- 35% rewrittenRisks Related to Our Business and Operations
The lack of financing for homebuyers in the U.S. residential real estate market at favorable rates and on favorable terms has had a material adverse effect on our financial performance and results of operations
No substantive changes made to the text regarding mortgage financing and government-sponsored enterprises.
- 27% rewrittenRisks Related to Our Business and Operations
We are subject to risks of operating in foreign countries
Expanded to detail specific international risks for our new European expansion and subsidiary in Spain, including currency fluctuations, local laws, and political stability.
Was: If we re-commence activities abroad, we will be subject to risks of operating in foreign countries
- 24% rewrittenRisks Related to Cryptocurrencies and Digital Assets
The market price for our Common Stock may be particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, and minimal profits, which could lead to wide fluctuations in our share price
No substantive changes made to the text regarding common stock price volatility and thinly traded public float.
- 21% rewrittenRisks Relating to the Restatement of the Prior Financial Statements
If we continue to fail to maintain an effective system of disclosure controls and fail to maintain an effective system of internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired
No substantive changes made to the text regarding internal controls and financial reporting compliance under Sarbanes-Oxley.
- 21% rewrittenRisks Related to Our Business and Operations
Adverse U.S. and global market, economic and political conditions, including the ongoing conflict between Ukraine and Russia, recent conflicts in the Middle East and other events or circumstances beyond our control could have a material adverse effect on us
Expanded geopolitical risk factors to explicitly include armed conflicts between the United States and Iran, as well as in Israel and the Gaza Strip.
Was: Adverse U.S. and global market, economic and political conditions, including the ongoing conflict between Ukraine and Russia, recent events in the Middle East and other events or circumstances beyond our control could have a material adverse effect on us
All 54 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Business and Operations
- 01We have a limited operating history with financial results that may not be indicative of future performance, and our revenue growth rate is likely to slow down as our business matures and may slow down due to the recent antitrust litigation
- 02An impairment in the carrying value of goodwill, trade names and other long-lived assets could negatively affect our consolidated results of operations and net worth
- 03If we fail to raise additional capital, our ability to implement our business model and strategy could be compromised
- 04The residential real estate market is cyclical, and we can be negatively impacted by downturns in this market and by general economic conditions
- 05The lack of financing for homebuyers in the U.S. residential real estate market at favorable rates and on favorable terms has had a material adverse effect on our financial performance and results of operations35% rewritten
- 06The housing market is currently in flux with higher mortgage interest rates and generally increasing home prices which makes it difficult to predict future market trends. Any decrease in home sales in the future will have an adverse effect on our financial performance and results of operations48% rewritten
- 074 https://www.nar.realtor/newsroom/nar-existing-home-sales-report-shows-1-7-increase-in-februaryNew
- 08The failure to attract and retain highly qualified franchisees and to acquire and open new corporate offices could compromise our ability to pursue our growth strategy
- 09We might not be able to attract and retain additional qualified agents and other personnel
- 10A significant adoption by consumers of alternatives to full-service agents or loan originators could have a material adverse effect on our business, prospects and results of operationsNew
- 11Competition in the residential real estate franchising business is intense and may adversely affect our financial performance
- 12Our Company owned brokerage business is subject to competitive pressures
- 13Our financial results are affected directly by the operating results of franchisees and agents, over whom we do not have direct control
- 14We are dependent upon the truthfulness of our franchisees to provide accurate reports and accounting to us
- 15Failing to develop and maintain a positive relationship with our franchisees, agents and loan originators could compromise our ability to maintain or expand or franchisee networkNew
- 16Our franchise model can be subject to particular litigation risksNew
- 17Our franchise operations are subject to additional business risks
- 18Our operating results are subject to seasonality and vary significantly among quarters during each calendar year, making meaningful comparisons of successive quarters difficult
- 19A significant increase in private sales of residential property, including through the internet, could have a material adverse effect on our business, prospects and results of operations
- 20The real estate brokerage business is highly regulated and any failure to comply with such regulations or any changes in such regulations could adversely affect our business
- 21Adverse U.S. and global market, economic and political conditions, including the ongoing conflict between Ukraine and Russia, recent conflicts in the Middle East and other events or circumstances beyond our control could have a material adverse effect on us21% rewritten
- 22Climate change and environmental risks could increase our costs and subject us to liability
- 23We are subject to risks of operating in foreign countries27% rewritten
- 24We depend substantially on our Founder, Joseph La Rosa, and our Chief Operating Officer, Deana La Rosa, and the loss of any our senior management or other key employees or the inability to hire additional qualified personnel could adversely affect our operations, our brand and our financial performance
- 25Concentration of ownership of our voting stock by Mr. La Rosa will prevent new investors from influencing significant corporate decisions
- 26Infringement, misappropriation, or dilution of our intellectual property could harm our business
- 27We are subject to certain risks related to litigation filed by or against us, and adverse results may harm our business and financial condition
- 28Adverse outcomes in litigation and regulatory actions against the NAR, other real estate brokerage companies and agents in our industry could adversely impact our financial results36% rewritten
- 29Security breaches, interruptions, delays and failures in our systems and operations could materially harm our business
- 30If we attempt to, or acquire other complementary businesses, we will face certain risks inherent with such activities
- 31If we were deemed to be an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”) as a result of our ownership of our subsidiaries, applicable restrictions could make it impractical for us to continue our business as contemplated and could have an adverse effect on our business
Risks Related to Cryptocurrencies and Digital Assets
- 32The continuing development and acceptance of digital assets and distributed ledger technology are subject to a variety of risksNew
- 33Digital assets represent a new and rapidly evolving industry, and the market price of our Common Stock may in the future be impacted by the acceptance of stablecoins and other digital assetsNew
- 34Due to a lack of familiarity and some negative publicity associated with digital asset trading platforms, existing and potential customers, counterparties and regulators may lose confidence in digital asset trading platformsNew
- 35In addition, there have been reports that a significant amount of trading volume on digital asset trading platforms is fabricated and false in nature. Such reports may indicate that the market for digital asset trading platform activities is significantly smaller than otherwise understoodNew
- 36The foreign and U.S. tax treatment of transactions in digital assets is unclearNew
- 37Blockchain networks, digital assets and the digital asset trading platforms on which these assets are traded are dependent on internet and other blockchain infrastructure, which are susceptible to system failures, security risks and rapid technological changeNew
- 38If we hold digital assets through custodial arrangements or otherwise rely on private keys in the future, the loss, theft, destruction, or compromise of such private keys could result in the loss of digital assets and other adverse consequencesNew
- 39Risks Associated with Our Capital Stock44% rewritten
- 40The market price for our Common Stock may be particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, and minimal profits, which could lead to wide fluctuations in our share price24% rewritten
- 41Certain shares previously issued and sold under our Third Amended and Restated La Rosa Holdings Corp. 2022 Agent Incentive Plan may have been sold in violation of federal and state securities laws and may be subject to rescission rights and other penalties, requiring us to repurchase shares sold thereunderNew
- 42If our securities become subject to the penny stock rules, it would become more difficult to trade our shares
- 43We may have violated Section 13(k) of the Exchange Act (implementing Section 402 of the Sarbanes-Oxley Act of 2002) and may be subject to sanctions as a result
- 44Our status as an “emerging growth company” under the JOBS Act may make it more difficult to raise capital as and when we need it
- 45If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline
- 46We do not expect to pay dividends in the future, and any return on investment may be limited to the value of our stock
Risks Relating to the Restatement of the Prior Financial Statements
- 47We have concluded that certain of our previously issued financial statements should not be relied upon and have restated them, which was time-consuming, expensive and could expose us to additional risks that could have a negative effect on usNew
- 48The restatement of the Prior Financial Statements may lead to future stockholder litigationNew
- 49If we continue to fail to maintain an effective system of disclosure controls and fail to maintain an effective system of internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired21% rewritten
General Risks
- 50If we fail to protect the privacy of employees, independent contractors, or consumers or personal information that they share with us, our reputation and business could be significantly harmed
- 51Cybersecurity incidents could disrupt our business operations, result in the loss of critical and confidential information, adversely impact our reputation and harm our business
- 52Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful stockholder claims against us and may reduce the amount of money available to us
- 53Anti-takeover provisions in our amended and restated articles of incorporation and bylaws, as well as provisions in Nevada law, might discourage, delay or prevent a change of control of our Company or changes in our management and, therefore, depress the trading price of our securities
- 54These provisions, alone or together, could delay hostile takeovers and changes in control or changes in our management
Other La Rosa Holdings 10-Ks
- FY2024 10-K risk factors41 risks
La Rosa Holdings faces key risks from founder voting control, cyclical residential real estate markets, and limited operating history.
Filed Apr 15, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.