Series D preferred share authorization corrected at La Rosa (NASDAQ: LRHC)

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

La Rosa Holdings Corp. filed an amended report to update the documentation for its Series D preferred stock. The company submitted a Certificate of Correction in Nevada to fix an inadvertent error in the authorized number of Series D Convertible Preferred Stock shares.

The correction changes the authorized Series D preferred shares from 250 to 500, each with a par value of $0.0001 per share. The company also updated references so that the Securities Purchase Agreement and Subscription Date are correctly shown as effective on May 27, 2026 instead of May 26, 2026.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Authorized Series D shares: 500 shares Prior authorized Series D shares (error): 250 shares Par value: $0.0001 per share +1 more

4 metrics

Authorized Series D shares 500 shares Corrected authorized Series D Convertible Preferred Stock

Prior authorized Series D shares (error) 250 shares Inadvertent figure in original Certificate of Designation

Par value $0.0001 per share Par value of Series D Convertible Preferred Stock

Certificate of Correction filing date May 27, 2026 Filed with Nevada Secretary of State

Key Terms

Certificate of Designation, Certificate of Correction, Series D Convertible Preferred Stock, Securities Purchase Agreement, +1 more

5 terms

Certificate of Designation regulatory

"Certificate of Designation of Preferences, Rights, and Limitations of Series D Preferred Stock"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

Certificate of Correction regulatory

"the Company filed with the Nevada Secretary of State a Certificate of Correction"

Series D Convertible Preferred Stock financial

"Series D Convertible Preferred Stock, par value $0.0001 per share"

Series D convertible preferred stock is a class of shares issued in a later-stage funding round that gives holders priority over common shareholders for payouts and often a fixed dividend, while including an option to convert those shares into common stock. It matters to investors because it affects who gets paid first if a company is sold or liquidates and can change ownership stakes and voting power when converted, similar to holding a safer ticket that can be exchanged for regular tickets later.

Securities Purchase Agreement financial

"corrected references to the Securities Purchase Agreement and Subscription Date"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Emerging growth company regulatory

"Emerging growth company Explanatory Note"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/29/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 27, 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. ☐

Explanatory Note

This Current Report on Form 8-K/A (this "Amendment") is being filed as a supplement to the Current Report on Form 8-K filed by La Rosa Holdings Corp., a Nevada corporation (the "Company"), on May 27, 2026 (the "Original Report"). The Original Report was filed to report, among other things, the filing by the Company of a Certificate of Designation of Preferences, Rights, and Limitations of Series D Preferred Stock (the "Series D Certificate of Designation") with the Secretary of the State of Nevada (the "Nevada Secretary of State"). This Amendment amends the Original Report solely to: (i) replace exhibit 3.1 to the Original Report with the Series D Certificate of Designation filed herewith, which includes the Nevada Secretary of State's filing confirmation stamp, (ii) update the disclosure regarding the Series Certificate of Designation in Item 5.03 of the Original Report as set forth below, (iii) disclose hereby that the Company subsequently filed with the Nevada Secretary of State a Certificate Correction with respect to the Series D Certificate of Designation in order to correct an error in the original Series D Certificate of Designation filed with the Nevada Secretary of State, and (iv) add that Certificate of Correction to the Item 9.01 of the Original Report by filing the same herewith as Exhibit 3.2.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 27, 2026, the Company filed with the Nevada Secretary of State a Certificate of Correction (the “Certificate of Correction”) to the Certificate of Designation of Series D Preferred Stock to correct an inadvertent error in the authorized number of shares of Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), that the Company is authorized to issue by modifying Section 1 of the Certificate of Designation of Series D Preferred Stock to correctly state that the number of authorized shares of Series D Preferred Stock is 500 shares instead of 250 shares. The Company also corrected references to the Securities Purchase Agreement and Subscription Date in the Certificate of Designation as having effective dates of May 27, 2026 rather than May 26, 2026.

The foregoing description of the Certificate of Correction does not purport to be complete and is qualified in its entirety by reference to the Certificate of Correction, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K/A and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Designation of Series D Convertible Preferred Stock of the Company
3.2		Certificate of Correction of the Certificate of Designation of Series D Preferred Stock, filed May 27, 2026.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

*	Certain personal information in this Exhibit has been omitted in accordance with Regulation S-K Item 601(a)(6).

^	Schedules and similar attachments have been omitted pursuant to Regulation S-K Item 601(a)(5). The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request.

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: May 29, 2026	LA ROSA HOLDINGS CORP.

	By:	/s/ Joseph La Rosa
	Name:	Joseph La Rosa
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did La Rosa Holdings Corp. (LRHC) change in this 8-K/A?

La Rosa Holdings Corp. filed an amended report to correct its Series D preferred stock documentation, mainly fixing the authorized share count and certain effective dates referenced in the Series D Certificate of Designation filed in Nevada.

How many Series D preferred shares is La Rosa (LRHC) now authorized to issue?

The Certificate of Correction states La Rosa is authorized to issue 500 shares of Series D Convertible Preferred Stock, changing the prior figure of 250 shares that appeared in the original Series D Certificate of Designation.

What error did La Rosa Holdings (LRHC) correct regarding its Series D preferred stock?

The company corrected an inadvertent error in the authorized number of Series D preferred shares, revising it from 250 to 500, and also fixed date references for the Securities Purchase Agreement and Subscription Date to May 27, 2026.

What is the par value of La Rosa’s Series D Convertible Preferred Stock?

The Series D Convertible Preferred Stock has a stated par value of $0.0001 per share. This par value remains part of the Certificate of Designation, which was supplemented by the Certificate of Correction filed with the Nevada Secretary of State.

Which exhibits were added or replaced in La Rosa’s (LRHC) amended report?

The amended report replaces Exhibit 3.1 with the updated Series D Certificate of Designation bearing Nevada’s filing stamp and adds Exhibit 3.2, the Certificate of Correction filed on May 27, 2026 with the Nevada Secretary of State.

Filing Exhibits & Attachments

5 documents