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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):
August 11, 2025
| 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., 2ndFloor
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
Sales of Equity Securities.
On August 11, 2025, La
Rosa Holdings Corp., Nevada corporation (the “Company”), issued its directors, officers, certain employees and consultants
an aggregate 143,711 unregistered shares of common stock pursuant to the Second Amended and Restated La Rosa Holdings 2022 Equity Incentive
Plan (“Second Amended 2022 Plan”).
On August 11, 2025, the
Company also issued 75,000 unregistered shares of common stock to a designee of its legal counsel in exchange for amounts payable for
services rendered to the Company. The shares were issued pursuant to Second Amended 2022 Plan.
The Company issued the
shares as described above in reliance on exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”), available to the Company under Section 4(a)(2) of the Securities Act due to the fact that the issuance did not involve a
public offering of securities.
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Second Amended and
Restated 2023 Equity Incentive Plan
On July 9, 2025, our Compensation Committee,
our Board of Directors, and the stockholders holding a majority of the voting power of the Company (by written consent in lieu of a
stockholders’ meeting) approved the Second Amended 2022 Plan. On July 11, 2025, the Company filed a preliminary information
statement on Schedule 14C with the U.S. Securities and Exchange Commission (“SEC”) notifying stockholders of such
written consent. On July 21, 2025, the Company filed a definitive preliminary statement on Schedule 14C with the SEC and commenced
mailing the definitive information statement to stockholders of record as of the close of business on July 9, 2025. Such
stockholders’ approval and the Second Amended 2022 Plan became effective on August 11, 2025. The Second Amended 2022 Plan
replaced the Amended and Restated La Rosa Holdings 2022 Equity Incentive Plan (“Initial Plan”) adopted on November 19,
2024 by the stockholders of the Company, in its entirety.
Pursuant to the Second Amended 2022 Plan (i) the
total number of shares of common stock subject to the plan was revised from 156,250 shares (as adjusted for the 80-for-1 reverse stock
split effected by the Company on July 7, 2025) to 374,961 shares to ensure sufficient shares are available for future grants, and (ii)
the term “Consultant” was clarified to include not only a person, including an advisor, engaged by the Company, its subsidiary
or affiliate to render services to the Company or its subsidiary, but also a legal entity wholly-owned by such person. All other provisions
of the Initial Plan remained the same.
The foregoing description
of the Second Amended 2022 Plan does not purport to be complete and is subject to and qualified in its entirety by reference to the full
text of such document, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Second Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan, dated August 11, 2025 |
| 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: August 15, 2025 |
LA ROSA HOLDINGS CORP. |
| |
|
|
| |
By: |
/s/ Joseph La Rosa |
| |
Name: |
Joseph La Rosa |
| |
Title: |
Chief Executive Officer |
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