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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): June 10, 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Partial Filing Compliance
As previously reported, on May 21, 2026, La Rosa
Holdings Corp., a Nevada corporation (the “Company”), received a letter from the Listing Qualifications Department (the “Staff”)
of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company is delinquent in filing its Quarterly
Report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q”) and remains delinquent in filing its Annual Report
on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”), the Company does not comply with Nasdaq Listing Rule
5250(c)(1), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the Securities
and Exchange Commission (“SEC”).
On June 4, 2026, the Company filed Form 10-K with
the SEC. On June 10, 2026, the Company received a letter from the Staff indicating that based on the June 4, 2026 filing of the Form 10-K,
the Staff has determined that the Company complies with Nasdaq Listing Rule 5250(c)(1) with regard to the Form 10-K filing. However, since
it has not received the Company’s Form 10-Q, the Company remains noncompliant Nasdaq Listing Rule 5250(c)(1). On June 11, 2026,
the Company submitted to Nasdaq a plan of compliance (the “Plan”) addressing how the Company intends to regain compliance with
Nasdaq’s listing rules with respect to the delinquent reports, and Nasdaq has the discretion to grant the Company up to 180 calendar
days from the due date of the Form 10-K, or October 12, 2026, to regain compliance.
The Company intends to file the Form 10-Q with
the SEC as soon as practicable and regain compliance under the Nasdaq Listing Rule 5250(c)(1).
Stockholders’
Equity
On June 10, 2026, the Company received a letter from the Staff indicating that, because the Company’s stockholders’ equity
as reported in its Form 10-K for the fiscal year ended December 31, 2025 was $(1,848,252), the Company is no longer in compliance with
Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2,500,000 in stockholders’
equity for continued listing.
The
letter from Nasdaq has no immediate effect on the listing of the Company’s common stock and its common stock continues to be listed
on The Nasdaq Capital Market under the symbol “LRHC”. Nasdaq’s letter provides the Company with 45 calendar days, or
until July 27, 2026, to submit a plan to regain compliance. If the plan is accepted, the Company can be granted up to 180 calendar days
from the date of the letter (or until December 7, 2026), to evidence compliance. In determining whether to accept the plan, the Staff will consider
such things as the likelihood that the plan will result in compliance with Nasdaq’s continued listing criteria, the Company’s
past compliance history, the reasons for the Company’s current non-compliance, other corporate events that may occur within the
review period, the Company’s overall financial condition and its public disclosures. There can be no assurance that the Company
will be able to regain or maintain compliance with all applicable continued listing requirements or that its plan will be accepted by
the Nasdaq Staff.
In
the event the plan is not accepted by the Nasdaq Staff, the Company would have the right to appeal that decision to a Hearings Panel
pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. However, there can be no assurance that, if the Company
appeals any delisting determination by Nasdaq to a panel, that such appeal would be successful.
The
Company intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq.
The Company is currently evaluating its available options to resolve the deficiency and regain compliance with the Nasdaq minimum stockholders’
equity requirement.
Cautionary
Note Regarding Forward-Looking Statements
This
report contains statements that are forward-looking and as such are not historical facts. This includes statements regarding the Company’s
intention to regain compliance with the Nasdaq Listing Rules and similar expectations, beliefs, plans, objectives, assumptions or projections
of the Company and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements
can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,”
“anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,”
“might,” “possible,” “potential,” “predicts,” “may,” “would,”
“could,” “will” or “should” or, in each case, their negative or other variations or comparable terminology,
but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are based on management’s
expectations, beliefs and forecasts concerning future events impacting the Company. One should carefully consider the risks and uncertainties
described in the “Risk Factors” section of the Company’s latest Annual Report on Form 10-K for the fiscal year ended
December 31, 2025, and the other documents filed by the Company from time to time with the Securities and Exchange Commission. 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 may be required under applicable securities laws.
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:
June 12, 2026 |
LA
ROSA HOLDINGS CORP. |
| |
|
|
| |
By: |
/s/
Joseph La Rosa |
| |
Name:
|
Joseph
La Rosa |
| |
Title: |
Chief
Executive Officer |
