La Rosa Holdings Corp.

EX-99.1 · UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF THE COMPANY

EX-99.1
 2
 ea029236301ex99-1.htm
 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF THE COMPANY

 Exhibit 99.1

 La Rosa Holdings Corp. and Subsidiaries

 Notes to the Unaudited Pro Forma Consolidated
Financial Information

 On February 4, 2026, La Rosa Holdings Corp. (the
“Company”) completed the sale of its Membership Interest in Horeb Kissimmee Realty LLC, a Florida limited liability company
(“LR Kissimmee”), as defined and further described in Note 1 - Description of the Disposition. The unaudited pro forma consolidated
financial information is intended to illustrate the pro forma effects of the disposition of LR Kissimmee and other transaction accounting
adjustments and was prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information.

 The unaudited pro forma consolidated financial
information has been derived from the Company’s historical audited and unaudited consolidated financial statements and reflects
certain assumptions and transaction accounting adjustments that management believes are reasonable under the circumstances and based on
the information available, as further described in Note 3 - Adjustments to the Unaudited Pro Forma Consolidated Financial Information.

 The unaudited pro forma consolidated statements
of operations for the nine months ended September 30, 2025 and the year ended December 31, 2024, reflect the disposition of LR Kissimmee
as if it had closed on January 1, 2024 (refer to Note 2 – Basis of Presentation, for further discussion).

 The unaudited pro forma consolidated financial
information should be read in conjunction with:

 ● The
 accompanying notes to the unaudited pro forma consolidated financial information;

 ● The
 Company’s historical audited consolidated financial statements and accompanying notes
 for the year ended December 31, 2024, which were prepared in accordance with generally accepted
 accounting principles in the United States of America (“U.S. GAAP”), included
 in the Company’s annual report on Form 10-K; and

 ● The
 Company’s historical unaudited condensed consolidated financial statements and accompanying
 notes for the nine months ended September 30, 2025, which were prepared in accordance with
 U.S. GAAP, included in the Company’s quarterly report on Form 10-Q

 ● The
 unaudited pro forma consolidated financial information is provided for illustrative and informational
 purposes only and is not intended to represent or be indicative of what the Company’s
 results of operations would have been had the Company operated historically as an independent
 organization separate from LR Kissimmee, or if the disposition had occurred on the date indicated.
 Additionally, the unaudited pro forma consolidated financial information should not be considered
 representative of the Company’s future consolidated results of operations.

 La Rosa Holdings Corp. and Subsidiaries

 Unaudited Pro Forma Condensed Consolidated Balance
Sheet

 As of September 30, 2025

 Transaction

 Accounting

 Adjustments

 As Reported
 Removal of

 LR Kissimmee

 Membership Interest (a)
 Notes
 Pro Forma

 Assets

 Current assets:

 Cash
 $ 3,992,896
 $ (586,542 )

 $ 3,406,354

 Restricted cash
 2,396,268
 46,199

 2,442,467

 Accounts receivable, net of allowance for credit losses
 799,385
 (61,257 )
 (d)
 738,128

 Other current assets
 34,669
 —

 34,669

 Total current assets
 7,223,218
 (601,600 )

 6,621,618

 Noncurrent assets:

 Restricted cash, net of current
 46,199
 (46,199 )

 -

 Property and equipment, net
 6,879
 (2,322 )

 4,557

 Right-of-use asset, net
 1,104,403
 (5,369 )

 1,099,034

 Intangible assets, net
 5,256,913
 (1,274,674 )

 3,982,239

 Goodwill
 8,012,331
 (2,217,170 )

 5,795,161

 Other long-term assets
 40,250
 —

 40,250

 Total noncurrent assets
 14,466,975
 (3,545,734 )

 10,921,241

 Total assets
 $ 21,690,193
 $ (4,147,334 )

 $ 17,542,859

 Liabilities and Stockholders’ Equity

 Current liabilities:

 Accounts payable
 $ 2,006,747
 $ (396,736 )
 (c)
 $ 1,610,011

 Accrued expenses
 780,665
 (1,158 )

 779,507

 Contract liabilities
 72,485
 (20,212 )

 52,273

 Security deposits and escrow payable
 2,396,268
 46,199

 2,442,467

 Accrued acquisition cash consideration
 60,000
 —

 60,000

 Notes payable, current
 148,757
 —

 148,757

 Lease liability, current
 514,731
 (3,922 )

 510,809

 Total current liabilities
 5,979,653
 (375,829 )

 5,603,824

 Noncurrent liabilities:

 Note payable, net of current
 9,321,562
 (150,000 )
 (d)
 9,171,562

 Security deposits and escrow payable, net of current
 46,199
 (46,199 )

 -

 Lease liability, noncurrent
 625,637
 (7,640 )

 617,997

 Other liabilities
 2,950
 —

 2,950

 Total non-current liabilities
 9,996,348
 (203,839 )

 9,792,509

 Total liabilities
 15,976,001
 (579,668 )

 15,396,333

 Commitments and contingencies (Note 6)

 Stockholders’ equity:

 Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 2,000 Series X shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively
 —
 —

 —

 Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 6,000 and 0 Series B shares issued and outstanding at September 30, 2025 and December 31, 2024
 1
 —

 1

 Common stock - $0.0001 par value; 2,050,000,000 shares authorized; 12,247 and 2,731 issued and outstanding at June 30, 2025 and December 31, 2025, respectively
 —
 —

 —

 Additional paid-in capital
 50,942,905
 —  

 50,942,905

 Accumulated deficit
 (49,385,392 )
 (1,642,163 )

 (51,027,555 )

 Total stockholders’ equity – La Rosa Holdings Corp. shareholders
 1,557,514
 (1,642,163 )

 (84,649 )

 Noncontrolling interest in subsidiaries
 4,156,678
 (1,925,503 )

 2,231,175

 Total stockholders’ equity
 5,714,192
 (3,567,666 )

 2,146,526

 Total liabilities and stockholders’ equity
 $ 21,690,193
 $ (4,147,334 )

 $ 17,542,859

 2

 La Rosa Holdings Corp. and Subsidiaries

 Unaudited Pro Forma Condensed Consolidated
Statements of Operations

 For the Year Nine Months September 30, 2025

 Transaction Accounting Adjustments

 As Reported

Nine Months

 Ended

 September 30,

2025
 Removal of

 LR Kissimmee

 Membership

 Interest (a)
 Notes
 Pro Forma

Nine Months

 Ended

 September 30,

2025

 Revenue
 $ 52,076,658
 $ (9,199,092 )
 (b)
 $ 42,877,566

 Cost of revenue
 46,978,581
 (8,367,157 )

 38,611,424

 Gross profit
 5,098,077
 (831,935 )

 4,266,142

 Operating expenses:

 Sales and marketing
 1,326,859
 (45,060 )

 1,281,799

 General and administrative
 11,146,500
 (773,721 )
 (b)
 10,372,779

 Stock-based compensation — general and administrative
 4,744,012
 3

 4,744,015

 Total operating expenses
 17,217,371
 (818,778 )

 16,398,593

 Loss from operations
 (12,119,294 )
 (13,157 )

 (12,132,451 )

 Other income (expense):

 Interest expense, net
 (361,381 )
 4,747
 (c)
 (356,634 )

 Gain (loss) on extinguishment of debt
 3,961,075
 —

 3,961,075

 Amortization of debt discount
 (63,160 )
 —

 (63,160 )

 Change in fair value of derivative liability
 899,874
 —

 899,874

 (Loss) gain on issuance of senior secured convertible note and warrants
 (128,836,250 )
 —

 (128,836,250 )

 Change on fair value of convertible note and warrants
 31,168,496
 —

 31,168,496

 Gain on settlement of incremental warrants
 82,299,000
 —

 82,299,000

 Other income, net
 271,281
 —

 271,281

 Loss before provision for income taxes
 (22,780,359 )
 (8,410 )

 (22,788,769 )

 Benefit from income taxes
 —
 —

 —

 Net loss
 (22,780,359 )
 (8,410 )

 (22,788,769 )

 Less: Net income (loss) attributable to noncontrolling interests in subsidiaries
 49,714
 (63,357 )

 (13,643 )

 Net loss after noncontrolling interest in subsidiaries
 (22,830,073 )
 54,947

 (22,775,126 )

 Less: Deemed dividend
 275,264
 —

 275,264

 Net loss attributable to common stockholders
 $ (23,105,337 )
 $ 54,947

 $ (23,050,390 )

 Loss per share of common stock attributable to common stockholders

 Basic and diluted
 $ (3,264.12 )

 $ (3,256.35 )

 Weighted average shares used in computing net loss per share of common stock attributable to common stockholders

 Basic and diluted
 7,079

 7,079

 3

 La Rosa Holdings Corp. and Subsidiaries

 Unaudited Pro Forma Consolidated Statements
of Operations

 For the Year Ended December 31, 2024

 Transaction

 Accounting

 Adjustments

 As Reported

 Year Ended

 December 31,

 2024
 Removal of

 LR Kissimmee

 Membership

 Interest (a)
 Notes
 Pro Forma

 Year Ended

 December 31,

2024

 Revenue
 $ 58,682,139
 $ (11,532,108 )
 (b)
 $ 47,150,031

 Cost of revenue
 52,728,860
 (10,726,283 )

 42,002,577

 Gross profit
 5,953,279
 (805,825 )

 5,147,454

 Operating expenses:

 Sales and marketing
 1,007,077
 (64,513 )

 942,564

 General and administrative
 10,625,551
 (908,230 )
 (b)
 9,717,321

 Stock-based compensation — general and administrative
 4,730,355
 —

 4,730,355

 Impairment of goodwill
 787,438
 —

 787,438

 Total operating expenses
 17,150,421
 (972,743 )

 16,177,678

 Loss from operations
 (11,197,142 )
 166,918

 (11,030,224 )

 Other income (expense)

 Interest expense, net
 (403,397 )
 5,320
 (c)
 (398,077 )

 Loss on extinguishment of debt
 (777,558 )
 —

 (777,558 )

 Amortization of debt discount
 (649,138 )
 —

 (649,138 )

 Change in fair value of derivative liability
 (1,338,506 )
 —

 (1,338,506 )

 Other income, net
 15,745
 —

 15,745

 Loss before provision for income taxes
 (14,349,996 )
 172,238

 (14,177,758 )

 Benefit from income taxes
 —
 —

 —

 Net loss
 (14,349,996 )
 172,238

 (14,177,758 )

 Less: Net income (loss) attributable to noncontrolling interests in subsidiaries
 97,567
 (43,535 )

 54,032

 Net loss after noncontrolling interest in subsidiaries
 (14,447,563 )
 215,773

 (14,231,790 )

 Less: Deemed dividend
 1,476,044
 -

 1,476,044

 Net loss attributable to common stockholders
 $ (15,923,607 )
 $ 215,773

 $ (15,707,834 )

 Loss per share of common stock attributable to common stockholders

 Basic and diluted
 $ (6,299.41 )

 $ (6,214.05 )

 Weighted average shares used in computing net loss per share of common stock attributable to common stockholders

 Basic and diluted
 2,528

 2,528

 4

 Note
1 — Description of the Disposition

 On
February 4, 2026 (the “Effective Date”), La Rosa Holdings Corp. (the “Company”) entered into, and closed the
transaction (the “Transaction”) provided for under a Membership Interest Purchase Agreement (the “Sale Agreement”)
by and among the Company, the buying member (the “Buyer”) and Horeb Kissimmee Realty LLC, a Florida limited liability company
(“LR Kissimmee”), pursuant to which the Company sold the Company’s pre-Transaction 51% membership interest (the “Interest”)
in LR Kissimmee to Buyer, LR Kissimmee’s pre-Transaction 49% owner.

 Note
2 – Basis of Presentation

 The
historical audited and unaudited consolidated financial statements have been adjusted in the unaudited pro forma consolidated financial
information to reflect certain transaction accounting adjustments related to the disposition of LR Kissimmee as described above in Note
1 - Description of the Disposition.

 The
unaudited pro forma consolidated financial information and accompanying notes have been prepared for informational purposes only, in
accordance with Article 11 of Regulation S-X. The unaudited pro forma consolidated statements of operations for the years ended September
30, 2025, and December 31, 2024, reflect the disposition of LR Kissimmee as if it had closed on January 1, 2025 (refer to Note 1 –
Basis of Presentation, for further discussion).

 An
unaudited condensed consolidated balance sheet is provided in the pro forma consolidated financial information as of September 30, 2025.

 Note
3 – Adjustments to the Unaudited Pro Forma Consolidated Financial Information

 The
unaudited pro forma consolidated financial information has been prepared based upon certain pro forma adjustments to the historical consolidated
financial statements of the Company. Certain assumptions regarding the operations of the Company have been made in connection with the
preparation of the unaudited pro forma consolidated financial information. These adjustments and assumptions are as follows:

 (a) Reflects
 adjustments to remove LR Kissimmee membership interest.

 (b) Reflects
 all revenue, general and administrative expenses of LR Kissimmee, except for certain contractual
 franchise agreements that will remain.

 (c) Reflects
 certain debts from the Small Business Administration to be acquired by the buyer and reduce
 overall interest expenses.

 (d) Reflects
 adjustments removing accounts receivable and accounts payable as these are transferred with
 the membership interest.

 5