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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):
July 26, 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 8.01 Other Events.
On July 26, 2026, La Rosa Holdings Corp., a Nevada corporation (the
“Company”), and certain of its present institutional investors (together, the “Holders”) entered into a nonbinding
letter of intent (“LOI”) outlining the conditions under which the Holders may exchange, in part, their Senior Secured Convertible
Promissory Note due January 8, 2028 (the “Note”) issued by the Company on January 8, 2026 for certain convertible preferred
stock of the Company (the “Exchange”) and may waive, in part, their Right to Receive Tokens issued by the Company on November
12, 2025 (the “Token Rights Waiver”). The intent of the Exchange and Token Rights Waiver is to cure the Company’s minimum
stockholders’ equity requirement deficiency under Nasdaq Listing Rule 5550(b)(1) (the “Rule”) announced in the Current
Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on June 12, 2026.
Final terms and conditions of the Exchange and Token Rights Waiver
are expected to be contained in definitive agreements to be signed by the parties.
The preceding description of the LOI 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
99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The disclosure under Item 8.01, including Exhibit
99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, 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, except as expressly set forth by specific reference in
such filing.
Cautionary Statement Regarding Forward-Looking
Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the ability of the Company
to enter into the definitive agreement contemplated by the LOI and to regain compliance with Nasdaq’s minimum stockholders’
equity requirement. Forward-looking statements are based on current expectations and assumptions, are subject to risks and uncertainties,
and are not guarantees of future performance. Actual results may differ materially from those anticipated in the forward-looking statements
due to various factors, including but not limited to: general economic and market conditions; changes in the Company’s business
strategy; and other risks and uncertainties described in the Company’s filings with the SEC, including its most recent Annual Report
on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events, or otherwise, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Letter of Intent between the Company and the Holder, dated as of July 26, 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: July 29, 2026 |
LA ROSA HOLDINGS CORP. |
| |
|
|
| |
By: |
/s/ Joseph La Rosa |
| |
Name: |
Joseph La Rosa |
| |
Title: |
Chief Executive Officer |
2
Exhibit 99.1
ATW AI Infrastructure III LLC
&
ATW AI Infrastructure IIIB LLC
ONE PENN
1 Pennsylvania Plaza, Suite
4810
New York, N.Y. 10119
July 26, 2026
La Rosa Holdings Corp.
1420 Celebration Blvd., 2nd Floor
Celebration, Florida 34747
Attention: Joseph La Rosa, CEO
| Re: | Proposal by ATW AI Infrastructure III LLC and ATW AI Infrastructure IIIB LLC to Exchange and Cancel
Certain Securities of La Rosa Holdings Corp. |
Dear Mr. La Rosa:
In accordance
with our recent discussions, this nonbinding letter of intent (“LOI”), subject to the terms and conditions herein,
outlines the circumstances pursuant to which ATW AI Infrastructure III LLC will exchange, in part, the Senior Secured Convertible Promissory
Note due January 8, 2028 (the “Note”) issued by La Rosa Holdings Corp. (the “Company”)
on January 8, 2026 for certain convertible preferred stock of the Company (the “Exchange”) and ATW AI Infrastructure
IIIB LLC (together with ATW AI Infrastructure III LLC, “Holder”) will waive, in part, the Right to Receive Tokens
(the “Right”) issued by the Company on November 12, 2025 (the “Right Waiver”). This
LOI sets out the basic terms and conditions upon which the parties will proceed with the Exchange and Right Waiver. The following is not
intended to be complete. Final terms and conditions shall be contained within the definitive agreements (the “Definitive Agreements”).
The parties hereto
acknowledge that this letter does not contain all matters upon which an agreement must be reached in order for the Exchange and Right
Waiver to be consummated. Further, among other conditions specified herein or otherwise agreed to by the parties, the obligations of the
parties hereto to consummate the Exchange and Right Waiver are subject to the negotiation and execution of the Definitive Agreements.
Accordingly, this letter is intended solely as a basis for further discussion. It is agreed that any party may cease pursuit of the Exchange
and Right Waiver at any time for any or no reason.
The intent of the
Exchange and Right Waiver is to (i) cure the Company’s minimum stockholders’ equity requirement deficiency under Nasdaq Listing
Rule 5550(b)(1) (the “Rule”) announced in the Current Report on Form 8-K filed by the Company with the Securities and Exchange
Commission (the “SEC”) on June 12, 2026 and (ii) bring the Company back into compliance with Nasdaq’s continued listing
requirements and standards. The value of liabilities that Holder may exchange into preferred stock and/or waive is expected to be the
lesser of (i) $10,000,000, which Holder understands to be the stockholders’ equity deficiency as of the date hereof, and (ii) the
actual stockholders’ equity deficiency as determined under the Rule as of the date of such Exchange.
Holder may convey, assign and transfer the Note in
part to the Company in exchange for which the Company shall issue to Holder certain shares of preferred stock. If necessary, the parties
shall endeavor to consummate the Definitive Agreements as soon as practicable.
Holder
may forgive and waive its right to receive, and the Company’s obligation to deliver, any tokens or other consideration, in whole
or part, that are earned and unpaid under the Right through such date as the Holder may designate at its sole discretion. For the avoidance
of doubt, the Right shall remain outstanding and in full force and effect, and the Holder shall retain all rights thereunder with respect
to amounts earned after such designated date. The parties shall consummate the Right Waiver concurrently with, and as a condition to,
the consummation of the Exchange.
The Company shall be responsible
for its own expenses, as well as the reasonable and documented fees and costs incurred by Holder in connection with this LOI, the preparation
and completion of the Definitive Agreements and the contemplated Exchange and Right Waiver.
| 4. | Conditions to Consummation of the Transactions |
The obligations of Holder with
respect to the Exchange and the Right Waiver shall be subject to satisfaction of conditions, in Holder’s sole discretion, customary
to transactions of this type, including, without limitation, (a) execution of the Definitive Agreements by the parties; (b) the obtaining
of all requisite regulatory, administrative or governmental authorizations and consents; (c) the obtaining of stockholder approval, if
required; (d) absence of a material adverse change in the condition (financial or otherwise), business, properties, assets or prospects
of the Company; and (e) absence of material litigation, investigations or other matters affecting the Company’s ability to operate.
The Company shall, on or before
9:00 a.m., New York time, on the first (1st) business day after the date of this LOI, file with the SEC a Current Report on Form 8-K describing
all the material terms of the transactions contemplated by this LOI (the “8-K Filing”). From and after the filing of
the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to Holder by the Company or any
of its subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated
by this LOI. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality
or similar obligations under any agreement, whether written or oral, between the Company, any of its subsidiaries or any of their respective
officers, directors, affiliates, employees or agents, on the one hand, and Holder on the other hand, shall terminate.
| 6. | Effect of this Letter of Intent |
This LOI represents an outline
of the general understandings discussed between the parties in regard to the Exchange and Right Waiver. It is an expression of intent
of the parties with respect to the Exchange and Right Waiver and the matters set forth herein. Notwithstanding the foregoing, the parties
acknowledge and agree that Sections 4, 6, 7, 8 and 9 of this LOI shall be binding on the parties.
This LOI and the terms and conditions
set forth herein, shall be governed by and construed solely and exclusively in accordance with the internal laws of the State of Nevada
without regard to the conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocably agree that any suit or
proceeding arising directly and/or indirectly pursuant to or under this agreement shall be brought solely in a federal or state court
located in the City of Las Vegas, Clark County, State of Nevada. By its execution hereof, the parties hereto covenant and irrevocably
submit to the in personam jurisdiction of the federal and state courts located in the City of Las Vegas, Clark County, State of Nevada
and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered mail upon
them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in Las Vegas, Nevada.
The parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient forum for any such suit or
proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or proceeding, the
party prevailing therein shall be entitled to payment from the other parties hereto of all of its reasonable counsel fees and disbursements.
| 8. | Counterparts; Facsimile/Electronic Execution |
This Letter of Intent may be executed
in one or more counterparts, all of which when fully-executed and delivered by all parties hereto and taken together shall constitute
a single document and may be signed and transmitted by facsimile, PDF format (or other electronic means) with the same validity as if
it were an originally signed document.
[SIGNATURE PAGE TO FOLLOW]
If the terms and conditions of the LOI are acceptable
to you, please indicate your acknowledgement by executing and returning the signed LOI to the writer.
| Yours truly, |
| | |
| | ATW AI INFRASTRUCTURE III LLC |
| | | |
| | By: | /s/ Antonio Ruiz-Gimenez |
| | | Name: |
Antonio Ruiz-Gimenez |
| | | Title: |
Authorized Signatory |
| | ATW AI INFRASTRUCTURE IIIB LLC |
| | | |
| | By: | /s/ Antonio Ruiz-Gimenez |
| | | Name: |
Antonio Ruiz-Gimenez |
| | | Title: |
Authorized Signatory |
The foregoing expresses the intent of the undersigned
with respect to the provisions contained herein dated this 26th day of July, 2026.
| | LA ROSA HOLDINGS CORP. |
| | | |
| | By: | /s/ Joseph La Rosa |
| | | Name: |
Joseph La Rosa |
| | | Title: |
CEO |
4
