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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 10, 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.
Item 7.01 Regulation FD Disclosure.
On February 10, 2026, La Rosa Holdings Corp.,
Nevada corporation (the “Company”) entered into a waiver agreement with certain accredited investors (the “Investors”)
party to that certain Securities Purchase Agreement with the Company, dated as of November 12, 2025, as amended (the “SPA”),
in connection with the proposed acquisition by the Company of the remaining 49% interest (the “Interest”) in its 51% subsidiary,
La Rosa Realty Lakeland LLC, a Florida limited liability company (“LR Lakeland”), that it does not own from the holder thereof
(the “Seller”). The Company intends to acquire the Interest for cash consideration payable to the Seller of $350,000, with
a $150,000 initial payment on the closing date and the remaining $200,000 payable in 12 monthly installments commencing on March 1, 2026,
such remaining payments to be secured with a perfected, first priority security interest in a non-voting 28% economic membership interest
in LR Lakeland to be granted to the Seller pursuant to a pledge agreement to be entered into by the Seller and the Company. The final
terms of the transaction are still being negotiated by the Company and the Seller and will be disclosed upon the entry into a definitive
agreement for such acquisition. The acquisition will be subject to customary conditions, including receipt of the Investors’ waiver
of the rights under the SPA and related transaction documents. There can be no assurance that the Company will be able to successfully
complete the acquisition on the terms described above, or at all.
The foregoing descriptions
of the waiver do not purport to be complete and are qualified in their entirety by reference to the full text of the form of such document,
a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, is being furnished
and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated
by reference into any filing made under the Securities Act of 1933, as amended (the “Securities Act”), except as expressly
set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be
covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act, and Section 21E of
the Exchange Act. All statements, other than statements of historical facts, contained in this Current Report on Form 8-K, including statements
regarding potential sale, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important
factors that may cause our actual results, performance or achievements to be materially different from any future results, performance
or achievements expressed or implied by the forward-looking statements. Without limiting the foregoing, in some cases, you can identify
forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,”
“exploring,” “plan,” “anticipate,” “could,” “intend,” “target,”
“project,” “would,” “contemplate,” “believe,” “estimate,” “predict,”
“potential,” “seek,” or “continue” or the negative of these terms or other similar expressions, although
not all forward-looking statements contain these words. No forward-looking statement is a guarantee of future results, performance or
achievements, and one should avoid placing undue reliance on such statements. Forward-looking statements are based on our management’s
current expectations, beliefs and assumptions and on information currently available to us. Such beliefs and assumptions may or may not
prove to be correct. Additionally, such forward-looking statements are subject to a number of known and unknown risks, uncertainties and
assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various
factors, including, but not limited to, those identified in our Annual Report on Form 10-K for the year ended December 31, 2024, filed
with the U.S. Securities and Exchange Commission (the “SEC”) on April 15, 2025, as any such factors may be updated from time
to time in our Quarterly Reports on Form 10-Q and our other filings with the SEC. Moreover, we operate in an evolving environment. New
risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.
You should read this Current Report on Form 8-K and the documents that we reference completely and with the understanding that our actual
future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
All forward-looking statements speak only as of the date of this Current Report on Form 8-K, and except as required by applicable law,
we do not plan to publicly update or revise any forward-looking statements, whether as a result of any new information, future events,
changed circumstances or otherwise.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Form of Waiver Agreement with the Investors, dated as of 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 |
Exhibit 99.1
WAIVER
This
waiver (“Waiver”) is entered into as of February 10, 2026, by and among La Rosa Holdings Corp., a Nevada corporation
(the “Company”), and [*] and [*] (the “Buyers”), in connection with the Securities
Purchase Agreement, dated as of November 12, 2025, by and among the Company and Buyers (the “SPA”). Each of the Company
and each Buyer is a “Party” to this Waiver and the Company and Buyers are, collectively, the “Parties”
hereto. Capitalized terms used and not defined in this Waiver have the respective meanings ascribed to such terms in the SPA.
The Parties hereto hereby agree as follows:
| 1. | With respect to the proposed acquisition
by the Company of the remaining 49% interest in its 51% subsidiary, La Rosa Realty Lakeland, LLC, a Florida limited liability company
(“LR Lakeland”), that it does not own from the holder thereof (the “Seller”) for cash consideration
to the Seller of $350,000, with a $150,000 initial payment on the closing date and the remaining $200,000 payable in 12 monthly installments
commencing on March 1, 2026, such remaining payments to be secured with a perfected, first priority security interest in a non-voting
28% economic membership interest in LR Lakeland to be granted to the Seller pursuant to a pledge agreement to be entered into by the Seller
and the Company, each Buyer hereby irrevocably waives compliance with Sections 15 (Covenants) (b) and (c) of the Notes, and any
other rights of the Buyers related to such acquisition and pledge of such interests in LR Lakeland under the Transaction Documents. The
Parties further agree that such sale and pledge of such interests in LR Lakeland shall not be considered an Event of Default pursuant
to the terms of the Notes, the Security Agreement or any other Transaction Documents, and the Buyers hereby waive any rights, including
the rights to all default penalties, default interest, and acceleration of any amounts owed under the Initial Note or other Transaction
Documents as a result of the approval and completion of such acquisition or pledge of such interest in LR Lakeland by the Company. This
Waiver shall be effective only in relation to the proposed transaction involving LR Lakeland and shall neither extend to any other purchase
or investment transactions or any violations under, or default of, the acquisition or pledge documents or any violations under, or default
of, the Transaction Documents, nor shall this Waiver prejudice any rights or remedies of the Buyers under the Transaction Documents with
respect to matters not specifically addressed herein, including without limitation, any rights or remedies related to the indemnification
obligations of the Company under such Transaction Documents. |
| 2. | On or before 9:30 a.m., New York time, on the first (1st) Business Day after the
date of this Waiver, the Company shall file a Current Report on Form 8-K disclosing the material terms of this Waiver and shall attach
the Waiver to such Current Report on Form 8-K. |
| 3. | Except as set forth above, all of the terms,
conditions and provisions of the Transaction Documents shall be and remain in full force and effect and the Transaction Documents are
hereby ratified and confirmed yet again by the Parties and remain in full force and effect in accordance with the terms thereof. Capitalized
terms used but not defined herein shall have the meanings given to them in the Note. This Waiver shall be effective as of the date
first above written. |
| 4. | This Waiver shall be construed under the
laws of the State of New York, without regard to principles of conflicts of law or choice of law that would permit or require the application
of the laws of another jurisdiction. The Company and the Buyers each hereby agrees that all actions or proceedings arising directly or
indirectly from or in connection with this Waiver shall be litigated only in the Supreme Court of the State of New York or the United
States District Court for the Southern District of New York located in New York County, New York. The Company and the Buyers each consents
to the exclusive jurisdiction and venue of the foregoing courts and consents that any process or notice of motion or other application
to either of said courts or a judge thereof may be served inside or outside the State of New York or the Southern District of New York
by generally recognized overnight courier or certified or registered mail, return receipt requested, directed to such party at its or
his address set forth below (and service so made shall be deemed “personal service”) or by personal service or in such other
manner as may be permissible under the rules of said courts. THE COMPANY AND THE BUYERS EACH HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN
CONNECTION WITH ANY LITIGATION PURSUANT TO THIS WAIVER. |
[SIGNATURE
PAGE FOLLOWS]
IN WITNESS
WHEREOF, the Parties hereto have caused this Waiver to be executed on the date first written above.
COMPANY:
LA ROSA HOLDINGS CORP.
| By: |
|
|
| |
Name: |
JOSEPH LA ROSA |
|
| |
Title: |
CHIEF EXECUTIVE OFFICER |
|
[*]
[*]
