La Rosa Holdings: securities offering (amended)

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ea0252004-s1_larosa.htm

REGISTRATION STATEMENT

ea0253907-s1a1_larosa.htm

AMENDMENT NO. 1 TO FORM S-1

As filed with the Securities and Exchange Commission

Commission on August 20, 2025.

Registration Statement No. 333-[*] 333-289503

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SUBJECT TO COMPLETION

DATED AUGUST 11, 2025

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Market under the symbol "LRHC." On August 8, 18, 2025, the last reported sale price of our common stock on the Nasdaq Capital

Market was $5.06 $5.34 per share.

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Prospectus summary 9 changes

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Pursuant to the terms of the Exchange Agreement, conversion of the

conversion of the Series B Preferred Stock into shares of common stock of the Company in excess of 19.99% of the Company's outstanding shares of common stock is conditional upon obtaining the approval of the Company's stockholders in accordance with the rules and regulations of the Nasdaq Capital Market. On July 9, 2025, Joseph La Rosa and JLR-JCCLT1 Land Trust, controlled by Mr. La Rosa, approved such conversion and the terms of the Exchange Agreement in their capacity as stockholders of the Company holding a majority of the voting power of the Company by written consent in lieu of having a stockholders meeting. On July 11, 2025, the Company filed a preliminary information statement on Schedule 14C with the SEC notifying stockholders of such written consent. On July 21, 2025, the Company filed a definitive preliminary information statement on Schedule 14C with the SEC and commenced mailing the definitive information statement to stockholders of record as of the close of business on July 9, 2025. Such stockholders' approval will become became effective on August 11, 2025.

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On July 9, 2025, our Compensation Committee, our

our Board of Directors, and the stockholders holding a majority of the voting power of the Company (by written consent in lieu of a stockholders' meeting) approved the Second Amended and Restated La Rosa Holdings 2022 Equity Incentive Plan ("Second Amended 2022 Plan").

Pursuant to the Second Amended 2022 Plan (i) the total number of shares of common stock subject to the plan was revised from 156,250 shares (as adjusted for the 80-for-1 reverse stock split effected by the Company on July 7, 2025) to 374,961 shares to ensure sufficient shares are available for future grants, and (ii) the term "Consultant" was clarified to include not only a person, including an advisor, engaged by the Company, its subsidiary or affiliate to render services to the Company or its subsidiary, but also a legal entity wholly-owned by such person. The Second Amended 2022 Plan will replace the Amended and Restated La Rosa Holdings 2022 Equity Incentive Plan adopted on November 19, 2024 by the stockholders of the Company, in its entirety. On July 11, 2025, the Company filed a preliminary information statement on Schedule 14C with the SEC notifying stockholders of such written consent. On July 21, 2025, the Company filed a definitive preliminary information statement on Schedule 14C with the SEC and commenced mailing the definitive information statement to stockholders of record as of the close of business on July 9, 2025. Such stockholders' approval and the Second Amended 2022 Plan became effective on August 11, 2025.

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As of August 11, 20, 2025, we have 26 La Rosa Realty corporate real estate brokerage offices and branches located in Florida, California, Texas, Georgia, North Carolina and Puerto Rico. We have 6 La Rosa Realty franchised real estate brokerage offices and branches and 3 affiliated real estate brokerage offices in the United States and Puerto Rico. We also have recently opened LR Realty Spain, which is a full-service brokerage office located primarily in Malaga, Spain. Additionally, we have a full-service escrow settlement and title company in Florida. In April 2025, we also formed LR Agent Advance, LLC in Florida, offering a commission advancement program exclusively for La Rosa agents.

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to be a "controlled company" within the meaning of the Nasdaq Stock Market Rules, due to the fact that our Chief Executive Officer, Chairman and Founder, Mr. Joseph La Rosa, as of August 8, 18, 2025, controls 96.3% 95.7% of the total voting power of our common stock based on his ownership of common stock and the 20,000,000 votes provided by his Series X Super Voting Preferred Stock, $0.0001 par value per share, (the "Series X Preferred Stock") that votes with the common stock, with respect to director elections and other matters.

Assuming that all shares of common stock under

that all shares of common stock under the Facility are issued and that we do not issue any more securities, Mr. La Rosa will control 16.7 16.7% of total voting power of our Company.

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Summary of risk factors 6 changes

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Common Stock Outstanding After Offering (1)

101,004,715 shares, assuming (i) that all shares of common stock pursuant to the Facility are issued, and (ii) no other shares of common stock are issued by us.

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Based on 1,004,715 shares

Based on 1,223,918 shares

of common stock outstanding as of August 8, 18, 2025 and excludes the following as of such date:

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7,460 shares of our common stock issuable upon the vesting of restricted stock units; and ● 221,139 2,428 shares of our common stock reserved for future issuance under our Second Amended and Restated 2022 Equity Incentive Plan.

Risk factors 5 changes

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The Company cannot effect any sales under the

the Facility and the Selling Stockholder will not have any obligation to purchase shares of our common stock under the Facility to the extent that after giving effect to such purchase and sale the aggregate number of shares of common stock issued under the Facility together with any shares of common stock issued in connection with any other transaction that may be considered part of the same series of transactions, where the number of shares issued would exceed the number of shares representing 19.99% of the issued and outstanding shares of common stock as of the date of the Facility (the "Exchange Cap"), unless the Company has obtained stockholder approval as required for issuance of common stock in excess of the Exchange Cap, in accordance with applicable rules of Nasdaq. Accordingly, the Company may not have access to the right to sell the full Commitment Amount (as defined below) to the Selling Stockholder. As of August 8, 18, 2025, there were 1,004,715 1,223,918 shares of common stock outstanding, and therefore the Exchange Cap is 200,842 shares of common stock. the Selling Stockholder will not be required to subscribe for any shares of common stock under the Facility which, when aggregated with all other 244,783 shares of common stock then beneficially owned by the Selling Stockholder and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act, and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Selling Stockholder and its affiliates to exceed 4.99% (which the Selling Stockholder, upon notice to the Company, may increase or decrease but in no event in excess of 9.99%) of the outstanding voting power or number of the common stock.

the Selling Stockholder will not be required to subscribe for any shares of common stock under the Facility which, when aggregated with all other shares of common stock then beneficially owned by the Selling Stockholder and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act, and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Selling Stockholder and its affiliates to exceed 4.99% (which the Selling Stockholder, upon notice to the Company, may increase or decrease but in no event in excess of 9.99%) of the outstanding voting power or number of the common stock.

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Based on our common stock outstanding as of August

8, August 18, 2025, Mr. La Rosa had voting power of approximately 96.3% 95.7% of our outstanding voting stock. As a result, Mr. La Rosa, our President and Chief Executive Officer, Chairman of the Board of Directors, and the stockholder holding a majority of the voting power of the Company, controls all matters requiring stockholder approval, including the election and removal of directors and any merger or other significant corporate transactions. The interests of Mr. La Rosa may not coincide with the interests of other stockholders.

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Market price of our common stock and related stockholder matters 3 changes

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The last reported sale price for our common stock

stock on August 8, 18, 2025, as reported by Nasdaq, was $5.06 $5.34 per share.

As of August 8, 18, 2025, we had 139 151 record holders

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Equity purchase facility agreement 2 changes

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The Company is currently listed on the Nasdaq

Nasdaq Capital Market and is subject to the listing rules of The Nasdaq Stock Market LLC. The issuance of the Shares implicate certain of the Nasdaq listing standards requiring prior stockholder approval in order to maintain our listing on Nasdaq. On August 6, 2025, Joseph La Rosa, the Company's Chief Executive Officer, President and Chairman, and JLR-JCCLT1 Land Trust controlled by Mr. La Rosa, as the stockholders holding majority of the voting power of the Company, in accordance with Nasdaq Listing Rules 5635(b) and 5635(d), approved the entry into the Facility Agreement and the transactions contemplated thereunder, including the issuance of the Shares, by written consent in lieu of having a stockholders' meeting. The Company has filed a preliminary information statement on Schedule 14C with the SEC on August 8, 2025 notifying stockholders of such written consent. On August 18, 2025, the Company is going to file filed a definitive information statement on Schedule 14C with the SEC and commence commenced mailing the definitive information statement to stockholders of record as of the close of business on August 6, 2025. before the effectiveness of the registration statement of which this Prospectus forms a part.

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Selling stockholder 3 changes

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the Selling Stockholder and the common stock they may offer from time to time under this Prospectus. This table is prepared based on holdings by the Selling Stockholder as of August 8, 18, 2025. As used in this Prospectus, the term "Selling Stockholder" includes the Selling Stockholder name in the table below, and any donees, pledgees, transferees, or other successors-in-interest selling shares received after the date of this Prospectus from such Selling Stockholder as a gift, pledge, or other non-sale related transfer. The number of shares in the column "Maximum Number of Shares to be Offered for Resale Pursuant to this Prospectus" represents all of the common stock that the Selling Stockholder may offer under this Prospectus. The Selling Stockholder may sell some, all or none of its shares offered by this Prospectus. We do not know how long the Selling Stockholder will hold its shares before selling them, and we currently have no agreements, arrangements, or understandings with the Selling Stockholder regarding the sale of any of the shares.

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SZOP OPPORTUNITIES I LLC (1)

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(2) Consists of the number of shares of common stock the Selling Stockholder will be deemed to beneficially own upon the effectiveness of this Registration Statement equal to 4.99%, of 1,004,715 1,223,918 shares of common stock outstanding as of August 8, 18, 2025.

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Description of the securities 3 changes

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As of August 8, 18, 2025, there were 1,004,715 shares 1,223,918

shares of common stock, 2,000 shares of Series X Super Voting Preferred Stock, and 6,000 shares of Series B Convertible Preferred Stock issued and outstanding. Assuming (i) all Shares are issued pursuant to the Facility, and (ii) no other shares of common stock are issued by us, we will have 101,004,715 101,223,918 shares of common stock outstanding. If the Company does not sell all Shares pursuant to the Facility to the Selling Stockholder, we would have less common stock outstanding.

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As of August 8, 18, 2025, there are 3 outstanding

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Information we incorporate by reference 16 changes

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Our Current Reports on Form 8-K filed with the SEC on January 7, 2025 , January 10, 2025 , January 22, 2025 , January 23, 2025 , February 5, 2025 , February 6, 2025 , February 26, 2025 , April 11, 2025 , April 17, 2025 , April 25, 2025 (under item 3.02), April 25, 2025 (under items 1.01, 8.01, 9.01), April 30, 2025 , May 7, 2025 , May 28, 2025 , May 29, 2025 , May 30, 2025 , June 20, 2025 , July 2, 2025 , July 3, 2025 , July 8, 2025 , July 16, 2025 , July 18, 2025 and August 4, 2025 ;

Our Quarterly Report

Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the SEC on May 29, 2025;

2025, filed with the SEC on May 29, 2025, and our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30 2025, filed with the SEC on August 18, 2025;

on Form 8-K filed with the SEC on January 7,

25, 2025 (under item 3.02), April

25, 2025 (under items 1.01, 8.01, 9.01), April

2, 2025 , July 3, 2025 , July

8, 2025 , July 16, 2025 , July

18, 2025 , August 4, 2025 ,

and August 15, 2025 ;

Our Preliminary Information

Statement on Schedule 14C

Our Preliminary Information Statement on Schedule 14C filed with the SEC on August 8, 2025;

Definitive Information Statement on Schedule

14C filed with the SEC on August 18, 2025;

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Exhibits 6 changes

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Form of Equity Purchase Facility Agreement, dated as of August 4, 2025 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on August 4, 2025).

Equity Purchase Facility

Agreement, dated as of August 4, 2025

Registration Rights Agreement,

dated as of August 4, 2025

Form of Registration Rights Agreement, dated as of August 4, 2025 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC on August 4, 2025) 14.1 Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

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Management 6 changes

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Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Celebration, State of Florida on the 11 20 th day of August 2025.

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KNOW ALL PERSONS BY THESE PRESENTS, that each

person whose signature appears below constitutes and appoints Joseph La Rosa his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

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Founder, President, Chief Executive Officer, and Director

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/s/ Michael A. La Rosa

Joseph La Rosa, Attorney-In-Fact