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):
February 4, 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. ☐
Item1.01 Entry into a Material Definitive Agreement.
Disposition of Membership Interest in LR
Kissimmee
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. A description of the Sale Agreement and its material terms is set forth under Item 2.01 below and is incorporated by reference
in this Item 1.01.
Under the Sale Agreement, the Company will receive
from the Buyer aggregate cash consideration for the Interest of $500,000, payable in twelve (12) equal monthly installments of $41,666.67,
commencing February 28, 2026. In addition, the Buyer agreed to pay the Company $61,200, representing the Company’s pro rata share
of an outstanding loan previously made by LR Kissimmee to the Buyer, payable in four (4) equal quarterly installments of $15,300 commencing
on the same date.
As a result of the closing of the Transaction, the Company has fully
withdrawn as a member of LR Kissimmee and has no continuing ownership interest therein.
Trademark and Brand Licensing Agreement
As part of the closing the Transaction, on the Effective Date the Company
also entered into a Trademark & Brand Licensing Agreement (the “Licensing Agreement”) with LR Kissimmee, pursuant to which
the Company granted to LR Kissimmee a non-exclusive, non-transferable license to use certain trademarks and branding of the Company in
connection with LR Kissimmee’s real estate brokerage business. The Licensing Agreement provides for a flat monthly licensing fee
payable to the Company of $4,500 and has an initial term of one (1) year from the Effective Date, subject to termination as provided therein.
The foregoing descriptions of the Sale Agreement
and the Licensing Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements,
copies of which are filed as Exhibits 10.1 and 10.2 hereto and are incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition
of Assets.
To the extent required by Item 2.01, the disclosures
set forth in Item 1.01 above regarding the Transaction, the Sale Agreement and the Licensing Agreement are incorporated by reference into
this Item 2.01.
Item 9.01. Financial
Statements and Exhibits.
(b) Pro Forma Financial
Information.
The pro forma
financial information required by this Item 9.01(b) with respect to the disposition of the Interest described in Item 1.01 herein, has
not been filed with this Current Report on Form 8-K. The Company intends to file such pro forma financial information by amendment to
this Current Report on Form 8-K as soon as practicable, and in any event not later than seventy-one (71) calendar days after the date
on which this Current Report on Form 8-K was required to be filed.
(d) Exhibits.
The following exhibits are filed herewith:
| Exhibit No. |
|
Description |
| 10.1 |
|
Membership Interest Purchase Agreement, among the Company, Horeb Kissimmee Realty LLC and the selling member, dated February 4, 2026. |
| 10.2 |
|
Trademark and Brand Licensing Agreement, between the Company and Horeb Kissimmee Realty LLC, dated February 4, 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: February 10, 2026 |
LA ROSA HOLDINGS CORP. |
| |
|
|
| |
By: |
/s/ Joseph La Rosa |
| |
Name: |
Joseph La Rosa |
| |
Title: |
Chief Executive Officer |
