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): January
19, 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.
Item7.01 Regulation FD Disclosure.
On January 19, 2026, La Rosa Holdings Corp., Nevada corporation (the “Company”) entered into waiver agreements with certain
accredited investors (the “Investors”) party to that certain Securities Purchase Agreement with the Company, dated as of February,
4, 2025, as amended, or that certain Securities Purchase Agreement with the Company, dated as of November 12, 2025, as amended (together,
the “SPAs”), in connection with the Company’s proposed sale of its 51% interest (the “Company’s LR Kissimmee
Interest”) in Horeb Kissimmee Realty LLC, a Florida limited liability company (“LR Kissimmee”), to the owner of the
remaining 49% interest (the “Purchaser”). The Company intends to sell the Company’s LR Kissimmee Interest for cash consideration
of $500,000 plus the payment to the Company of $61,200 (representing the Company’s pro rata share of its indirect interest through
LR Kissimmee of a $120,000 outstanding loan previously made by LR Kissimmee to the Purchaser), in each case payable over a period of 12
months from the closing date of such sale. The final terms of the transaction are still being negotiated by the Company and the Purchaser
and will be disclosed upon the entry into a definitive agreement for such sale. The sale will be subject to customary conditions, including
receipt of the Investors’ waivers of the rights under the SPAs and related transaction documents. There can be no assurance that
the Company will be able to successfully complete the sale on the terms described above, or at all.
The foregoing descriptions of the waiver agreements do not purport to be complete and are qualified in their entirety by reference to
the full text of the forms of such agreements, copies of which are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K
and are incorporated herein by reference.
The information in this Item 7.01, is being furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated
by reference into any filing made under the Securities Act of 1933, as amended (the “Securities Act”), except as expressly
set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained
in Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements, other than statements of historical facts,
contained in this Current Report on Form 8-K, including statements regarding potential sale, are forward-looking statements. These statements
involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements
to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Without limiting the foregoing, in some cases, you can identify forward-looking statements by terms such as “aim,” “may,”
“will,” “should,” “expect,” “exploring,” “plan,” “anticipate,”
“could,” “intend,” “target,” “project,” “would,” “contemplate,”
“believe,” “estimate,” “predict,” “potential,” “seek,” or “continue”
or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. No forward-looking
statement is a guarantee of future results, performance or achievements, and one should avoid placing undue reliance on such statements.
Forward-looking statements are based on our management’s current expectations, beliefs and assumptions and on information currently
available to us. Such beliefs and assumptions may or may not prove to be correct. Additionally, such forward-looking statements are subject
to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or
implied in the forward-looking statements due to various factors, including, but not limited to, those identified in our Annual Report
on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April
15, 2025, as any such factors may be updated from time to time in our Quarterly Reports on Form 10-Q and our other filings with the SEC.
Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible
for management to predict all risk factors and uncertainties. You should read this Current Report on Form 8-K and the documents that we
reference completely and with the understanding that our actual future results may be materially different from what we expect. We qualify
all of our forward-looking statements by these cautionary statements. All forward-looking statements speak only as of the date of this
Current Report on Form 8-K, and except as required by applicable law, we do not plan to publicly update or revise any forward-looking
statements, whether as a result of any new information, future events, changed circumstances or otherwise.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Form of Waiver Agreement with the February 2025 Investor, dated as of January 19, 2026. |
| 99.2 |
|
Form of Waiver Agreement with the November 2025 Investors, dated as of January 19, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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: January 20, 2026 |
LA ROSA HOLDINGS CORP. |
| |
|
|
| |
By: |
/s/ Joseph La Rosa |
| |
Name: |
Joseph La Rosa |
| |
Title: |
Chief Executive Officer |
