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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):
February 5, 2026
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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Board Member
On February 5, 2026, Michael La Rosa informed
the Board of Directors (the “Board”) of La Rosa Holdings Corp., a Nevada corporation (the “Company”), of his resignation
as a member of the Company’s Board effective immediately. Mr. La Rosa’s resignation as a director was not a result of
any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Board Member
On February 10, 2026, upon recommendation of the
Nominating and Corporate Governance Committee of the Board (“Nominating Committee”), the Board appointed Jaime Cosculluela
as a member of the Board, effective as of February 10, 2026.
The Board has determined that Mr. Cosculluela
qualifies as an “independent director” as defined under Nasdaq Rule 5605(a)(2) and satisfies the independent requirements
of Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended. Mr. Cosculluela will serve as a director until
the Company’s next annual meeting of stockholders or until his successor is elected and qualified.
Jaime Cosculluela, age 48, is a strategic growth
advisor and entrepreneur with more than 15 years of experience in the entertainment and digital marketing world. In February 2023, Mr.
Cosculluela founded The Content Marketing Agency, helping artists to promote their music on digital platforms, which he owns and operates
to date. In 2019, Mr. Cosculluela founded a recording studio, Jungl Studios, and a record label, Jungl LLC, both of which he owns and
operates to date. From January 2018 to September 2021, Mr. Cosculluela acted as a co-founder of ShowKings LLC, a production company and
ticketing platform.
Prior to that, Mr. Cosculluela worked as a Senior
Director – Investments at Oppenheimer & Co. Inc. (from June 2014 to March 2017). He also served as a First Vice President at
UBS Financial Services of Puerto Rico (from February 2007 to June 2014), and a financial advisor at Popular Securities (from November
2001 to February 2007).
Mr. Cosculluela completed coursework in Business
Administration at the University of Cincinnati, where he was also a member of the university’s tennis team, and earned a Bachelor’s
degree in Business Administration from Universidad del Sagrado Corazón (Puerto Rico).
The Company believes that Mr. Cosculluela’s
business development and entrepreneurial background as well as his experience in a financing industry make him qualified to serve on our
Board.
In connection with his appointment, the Company entered into a director
agreement with Mr. Cosculluela filed hereto as Exhibit 10.1, pursuant to which. Mr. Cosculluela will receive a non-refundable base fee
of $15,000 per quarter. Mr. Cosculluela is not a party to any transaction with the Company that would require disclosure under Item 404(a)
of Regulation S-K, and there are no arrangements or understandings between Mr. Cosculluela and any other persons pursuant to which he
was selected as a director.
The foregoing description of the director agreement for Mr. Cosculluela
contained herein does not purport to be complete and is qualified in its entirety by reference thereto, which is attached hereto as Exhibit
10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 10.1 |
|
Director Agreement by and between Jaime Cosculluela and La Rosa Holdings Corp., dated February 10, 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 11, 2026 |
LA ROSA HOLDINGS CORP. |
| |
|
|
| |
By: |
/s/ Joseph La Rosa |
| |
Name: |
Joseph La Rosa |
| |
Title: |
Chief Executive Officer |
