[8-K] La Rosa Holding Corp. Reports Material Event

Rhea-AI Filing Summary

La Rosa Holdings Corp. (LRHC) filed a Form 8-K dated June 26, 2025 announcing that on June 23, 2025 it entered into Amendment No. 1 to its $5.5 million senior secured convertible note originally issued on February 4, 2025. The amendment, executed with the institutional investor that purchased the note, corrects previously identified errors in the definitions of (i) the “Maturity Date” and (ii) the “Alternate Conversion Price.” All other provisions of the Securities Purchase Agreement and the note remain in force. The corrected document is filed as Exhibit 4.1 and incorporated by reference.

No new financing was raised, and the company did not disclose revised numerical terms, updated financial statements, or forward-looking guidance. Nevertheless, clarifying the maturity schedule and conversion mechanics may remove uncertainty around potential dilution and repayment timing. The filing contains no other material events.

Positive

• Clarification of key economic terms in the $5.5 million convertible note reduces contractual ambiguity and potential future disputes.

Negative

• Need for post-issuance corrections signals possible weaknesses in internal documentation and review controls.

Insights

Convertible Securities Analyst

TL;DR: 8-K neutral; fixes note wording, no fresh capital, lowers legal uncertainty.

The amendment merely corrects definitions in the $5.5 million senior secured convertible note. Because the change is limited to drafting errors, cash flow, leverage and covenant structure are unaffected. Clarity around the Alternate Conversion Price could marginally reduce pricing disputes and litigation risk, but the absence of numerical disclosure prevents valuation recalibration. For equity investors, potential dilution remains tied to the yet-undisclosed corrected price and the eventual conversion decision by the investor. Overall, the filing is administrative rather than economically transformative.

Corporate Governance Expert

TL;DR: Governance neutral; correction shows responsiveness, but prior drafting errors raise process concerns.

Correcting contractual inaccuracies demonstrates management’s willingness to ensure transparency and compliance. However, the need for post-issuance corrections suggests deficiencies in initial document review and internal controls over securities issuance. While the impact is modest, investors may scrutinize the company’s legal oversight processes more closely. The company remains an Emerging Growth Company and has not opted out of extended accounting transition, indicating limited regulatory burden.

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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 26, 2025

LA ROSA HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Nevada		001-41588		87-1641189
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification No.)

1420 Celebration Blvd., 2nd Floor
Celebration, Florida		34747
(Address of principal executive offices)		(Zip Code)

(321) 250-1799

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐ 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 1.01 Entry into a Material Definitive Agreement.

As previously reported in Current Report on Form 8-K of La Rosa Holdings Corp., a Nevada corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on February 5, 2024, on February 4, 2025 the Company issued a senior secured convertible note in the original principal amount of $5,500,000 (the “Original Note”) to an institutional investor (the “Investor”) pursuant to that certain Securities Purchase Agreement, dated as of February 4, 2025 (as amended, the “Purchase Agreement”), by and among the Company and the Investor.

On June 23, 2025, the Company and Investor entered into an Amendment No. 1 to the Original Note (the “Amendment”) correcting certain mutually acknowledged errors in the definitions therein of the Maturity Date and Alternate Conversion Price.

The preceding description of the Amendment purports to be a summary only and is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1*		Form of Amendment No. 1, dated June 26, 2025, to the Senior Secured Convertible Note, dated February 4, 2025.
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).

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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: July 2, 2025	LA ROSA HOLDINGS CORP.
	By:	/s/ Joseph La Rosa
	Name:	Joseph La Rosa
	Title:	Chief Executive Officer

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FAQ

What did La Rosa Holdings (LRHC) disclose in its latest 8-K?

The company filed Amendment No. 1 correcting the Maturity Date and Alternate Conversion Price definitions in its $5.5 million senior secured convertible note.

Does the amendment bring new capital to LRHC?

No. The filing is purely corrective; it does not involve new financing or additional proceeds.

Could the amendment affect shareholder dilution?

Potentially, because the corrected Alternate Conversion Price will determine how many shares the note may convert into, but the specific price was not disclosed.

Is LRHC still classified as an Emerging Growth Company?

Yes. The 8-K confirms LRHC’s Emerging Growth Company status under SEC rules.

Where can investors find the full amendment text?

The complete document is filed as Exhibit 4.1 to the Form 8-K and can be accessed via the SEC’s EDGAR system.