La Rosa Holdings Corp.

8-K · ea0294223-8k_larosa.htm iXBRL

0001879403

 2026-06-10
 2026-06-10

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 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):
 June 10, 2026

  

 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 3.02. Unregistered Sale of Equity Securities.

  

 The disclosure under
Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

  

 The Company issued the Remaining Series D Preferred
Stock (as defined below) to the Investor pursuant to the exemption from the registration requirements of the Securities Act of 1933, as
amended, available to the Company under Rule 506(b) under Regulation D promulgated thereunder.

  

 Item 8.01. Other Events.

  

 As previously reported
by La Rosa Holdings Corp., a Nevada corporation (the “ Company ”) in its Current Report on Form 8-K filed by the Company
(the " Original Report ") with the Securities and Exchange Commission (“ SEC ”) on May 27, 2026, as amended
by its Current Report on Form 8-K/A filed by the Company (the " Amendment Report "; and the Original Report as amended
by the Amendment Report, the “ Amended Report ”) with the SEC on May 29, 2026, on that date the Company and an institutional
investor (the “ Investor ”) entered into a Securities Purchase Agreement (the “ SPA ”) pursuant to which
the Company: (i) agreed to issue to the Investor up to 500 shares of the Company’s Series D Convertible Preferred Stock, par value
$0.0001 per share (“ Series D Preferred Stock ”), for a purchase price of $1,000 per share (the “ Purchase Price ”),
(ii) issued the Investor 250 shares of Series D Preferred Stock for an aggregate Purchase Price of $250,000, and (iii) agreed that the
remaining 250 shares (the “ Remaining Series D Preferred Stock ”) would become issuable by the Company to the Investor
at its sole option upon the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “ 10-K ”)
with the SEC. The terms and conditions of the Series D Preferred Stock are as provided in the Company’s a Certificate of Designation
of Rights and Preferences of the Series D Preferred Stock, as corrected by the Certificate of Correction and filed with the Secretary
of State of the State of Nevada, in both cases, on May 27, 2026 (the “ Certificate of Designation ”).

  

 On June 4, 2026 the Company filed its Form 10-K
with the SEC. On June 10, 2026, in accordance with the terms of the SPA, the Investor agreed to purchase from the Company, and the Company
agreed to issue to the Investor the Remaining Series D Preferred Stock at the price specified in the SPA. The parties consummated the
closing on June 10, 2026, and the Company issued the Investor the Remaining Series D Preferred Stock for an aggregate gross proceeds
from this closing of $250,000.

  

 The foregoing
summaries of the SPA and Certificate of Designation do not purport to be complete and are qualified in their entirety by reference to
the full texts thereof, copies of which were filed as Exhibit 10.1 to the Original Report (in the case of the SPA) and Exhibits 3.1 and
3.2 (in case of the Certificate of Designation and Certificate of Correction respectively) to the Amendment Report.

  

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 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: June 10, 2026
 LA ROSA HOLDINGS CORP.

  
  
  

  
 By:
 /s/ Joseph La Rosa

  
 Name: 
 Joseph La Rosa

  
 Title:
 Chief Executive Officer

  

  

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