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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):
September 15, 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 1.01. Entry into
a Material Definitive Agreement.
Securities Purchase
Agreement
On September 15, 2026,
La Rosa Holdings Corp., a Nevada corporation (the “Company”), and an institutional investor (the “Investor”)
entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company agreed to issue to the Investor
200 shares of the Company’s Series E Convertible Preferred Stock, par value $0.0001 per share (“Series E Preferred Stock”),
for a purchase price of $1,000 per share (the “Stated Value”). The SPA also provides that the Investor has the option, subject
to the conditions set forth in the SPA, to cause the Company to issue and sell additional shares of Series E Preferred Stock (the “Additional
Preferred Stock”) at one or more additional closings (the “Additional Closings”) at the Stated Value. The Additional
Closings are subject to certain conditions to closing set forth in the SPA.The Company filed a Certificate of Designation of Rights and
Preferences of the Series E Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State
of Nevada on July 9, 2026, as disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”)
on July 10, 2026, as amended by the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2026 (the “Series
E Current Report”). On September 15, 2026, the Company issued the Investor 200 shares of Series E Preferred Stock and received
aggregate gross proceeds of $200,000. For a description of the Series E Preferred Stock, refer to the Certificate of Designation,
which was filed as Exhibit 3.1 to the Series E Current Report.
The foregoing description
of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a copy of which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02. Unregistered Sale of Equity Securities.
The disclosure under
Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Company issued the Series E Preferred Stock
to the Investor pursuant to the exemption from the registration requirements of the Securities Act available to the Company under Rule
506(b) under Regulation D promulgated thereunder.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1*^ |
|
Form of the Securities Purchase Agreement, between the Company and investor, dated as of September 15, 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: September 16, 2026 |
LA ROSA HOLDINGS CORP. |
| |
|
|
| |
By: |
/s/ Joseph La Rosa |
| |
Name: |
Joseph La Rosa |
| |
Title: |
Chief Executive Officer |
