As
filed with the Securities and Exchange Commission on August 27, 2025
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE
SECURITIES ACT OF 1933
La
Rosa Holdings Corp.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
6531 |
|
87-1641189 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
No.) |
1420
Celebration Blvd., 2nd Floor
Celebration,
FL 34747
(321)
250-1799
(Address
of Principal Executive Offices)
Second
Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan
Joseph
La Rosa
Chief
Executive Officer
1420
Celebration Blvd., 2nd Floor
Celebration,
FL 34747
(Name
and Address of Agent For Service)
(321)
250-1799
(Telephone
number, Including Area Code, of Agent For Service)
Copies
of all communications, including all communications sent to the agent for service, should be sent to:
Ross
D. Carmel, Esq.
Barry
P. Biggar, Esq.
Anna
Chaykina, Esq.
Sichenzia Ross Ference Carmel LLP
1185 Avenue of the Americas, 31st Floor
New
York, NY 10036
(646) 838-1310
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated
filer ☐ |
Accelerated
filer ☐ |
| |
|
| Non-accelerated filer ☒ |
Smaller reporting company
☒ |
| |
|
| |
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 7(a)(2)(B) of the Securities Act. ☐
This
Registration Statement will become effective upon filing in accordance with Rule 462(a) under the Securities Act.
EXPLANATORY
NOTE
REGISTRATION
OF ADDITIONAL SECURITIES
This
Registration Statement on Form S-8 (the “Registration Statement”) registers additional shares of common stock of La
Rosa Holdings Corp., Nevada corporation, (the “Registrant”) to be issued pursuant to the Registrant’s Second
Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan (the “2022 Plan”).
Pursuant
to General Instruction E of Form S-8 under the Securities Act of 1933, as amended (“Securities Act”), this Registration
Statement consists only of those items required by General Instruction E to Form S-8. Accordingly the Registrant incorporates by reference
into this Registration Statement the contents of the registration statement on Form S-8 (File No. 333-275118), filed with the Securities
and Exchange Commission (the “SEC”) on October 20, 2013, relating to the registration of 62,500 shares of Registrant’s
common stock, par value $0.0001 per share (“Common Stock”) authorized for issuance under the 2022 Plan (as adjusted
for (i) the reverse stock split of Common Stock at a ratio of 1-for-10 as of March 21, 2022, (ii) the forward stock split of Common Stock
at a ratio of 2-for-1 as of April 17, 2023, and (iii) the reverse stock split of Common Stock at a ratio of 1-for-80 as of July 7, 2025),
except for Items 3 and 8, which are being updated by this Registration Statement.
This Registration Statement provides for the registration of an additional
312,461 shares of Common Stock to be issued under the 2022 Plan. These 312,461 shares represent (i) an increase in the number of shares
of Common Stock reserved for issuance under the 2022 Plan by 87,500 shares (as adjusted for the reverse stock split of Common Stock at
a ratio of 1-for-80 as of July 7, 2025), which increase was approved by the stockholders on November 19, 2024, (ii) an automatic increase
in the number of shares of Common Stock reserved for issuance under the 2022 Plan by 6,250 shares (as adjusted for the reverse stock split
of Common Stock at a ratio of 1-for-80 as of July 7, 2025), effective as of December 31, 2025 in accordance with the terms of the 2022
Plan, and (iii) an increase in the number of shares of Common Stock reserved for issuance under the 2022 Plan by 218,711 shares, which
increase was approved by the stockholders holding a majority of the voting power of the Registrant on July 9, 2025 and effective as of
August 11, 2025. As a result of the foregoing, the total number of shares of the Common Stock registered for offer and sale under the
2022 Plan is now 374,961.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
Registrant is subject to the informational and reporting requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). The following documents, which are previously filed with the SEC, are
incorporated into this Registration Statement by reference:
(a)
The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 15, 2025;
(b)
the Registrant’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2025 and June 30, 2025, filed with the SEC
on May 29, 2025 and August 18, 2025, respectively;
(c)
the Registrant’s Current Reports on Form 8-K filed with the SEC on January 7,
2025, January 10, 2025,
January 22, 2025, January
23, 2025, February 5, 2025,
February 6, 2025, February
26, 2025, April 11, 2025,
April 17, 2025, April
25, 2025 (under item 3.02), April
25, 2025 (under items 1.01, 8.01, 9.01), April
30, 2025, May 7, 2025, May
28, 2025, May 29, 2025, May
30, 2025, June 20, 2025,
July 2, 2025, July
3, 2025, July 8, 2025, July
16, 2025, July 18, 2025,
August 4, 2025, and August
15, 2025; and
(d)
The description of the Registrant’s common stock, which is contained in a registration statement on Form 8-A filed with the SEC
on January 6, 2023, as amended on
April 27, 2023, under Section 12(b)
of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
In
addition, all documents subsequently filed by the Registrant with the SEC pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of the filing of such documents. The Registrant is not incorporating by reference any
documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with
the SEC.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein, (or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by reference herein), modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item
8. Exhibits.
Exhibit
Number |
|
Description |
|
Incorporated
by Reference |
|
Filed
Herewith |
| |
Schedule
Form |
|
File
Number |
|
Exhibit |
|
Filing Date |
| 4.1 |
|
Articles of Incorporation of La Rosa Holdings Corp. |
|
S-1/A |
|
333-264372 |
|
3.1 |
|
June
14, 2022 |
|
|
| 4.2 |
|
Amended and Restated Articles of Incorporation of La Rosa Holdings Corp. |
|
S-1/A |
|
333-264372 |
|
3.2 |
|
June
14, 2022 |
|
|
| 4.3 |
|
Bylaws of La Rosa Holdings Corp. |
|
S-1/A |
|
333-264372 |
|
3.3 |
|
June
14, 2022 |
|
|
| 4.4 |
|
Certificate of Amendment to Articles of Incorporation for 3.5 for 1 reverse stock split |
|
S-1/A |
|
333-264372 |
|
3.4 |
|
April
19, 2022 |
|
|
| 4.5 |
|
Certificate of Correction of Certificate of Amendment to Articles of Incorporation for 10 for 1 reverse stock split |
|
S-1/A |
|
333-264372 |
|
3.5 |
|
April
19, 2022 |
|
|
| 4.6 |
|
Certificate Of Designations, Preferences And Rights Of Series A Convertible Preferred Stock |
|
S-1/A |
|
333-264372 |
|
3.6 |
|
April
26, 2023 |
|
|
| 4.7 |
|
Certificate of Amendment to Articles of Incorporation for 2 for 1 forward stock split |
|
S-1/A |
|
333-264372 |
|
3.7 |
|
April
26, 2023 |
|
|
| 4.8 |
|
Certificate
of Amendment to Articles of Incorporation on increase of authorized stock. |
|
S-1/A |
|
333-284962 |
|
3.8 |
|
June
27, 2025 |
|
|
| 4.9 |
|
Certificate
of Designation of Series B Convertible Preferred Stock of the Company |
|
8-K |
|
|
|
3.1 |
|
June
20, 2025 |
|
|
| 4.10 |
|
Certificate
of Amendment to Amended and Restated Articles of Incorporation of La Rosa Holdings Corp., filed on July 2, 2025. |
|
8-K |
|
|
|
3.1 |
|
July
8, 2025 |
|
|
| 4.11 |
|
Certificate
of Correction of the Company filed on July 14, 2025 to the Certificate of Designation of Series B Convertible Preferred Stock of
the Company. |
|
8-K |
|
|
|
3.1 |
|
July
16, 2025 |
|
|
| 4.12 |
|
2022 Equity Incentive Plan |
|
S-1/A |
|
333-264372 |
|
10.1 |
|
June
14, 2022 |
|
|
| 4.13 |
|
Amended
and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan. |
|
10-Q |
|
|
|
10.174 |
|
November
19, 2024 |
|
|
| 4.14 |
|
Second Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan |
|
8-K |
|
|
|
10.1 |
|
August
15, 2025 |
|
|
| 4.15 |
|
Agent
Incentive Plan. |
|
S-1/A |
|
333-264372 |
|
10.48 |
|
April
19, 2022 |
|
|
| 4.16 |
|
Amendment
No. 1 to La Rosa Holdings Corp. 2022 Agent Incentive Plan dated April 26, 2022. |
|
S-1/A |
|
333-264372 |
|
10.56 |
|
June
14, 2022 |
|
|
| 4.17 |
|
Amended
and Restated La Rosa Holdings Corp. 2022 Agent Incentive Plan. |
|
10-K |
|
|
|
10-114 |
|
April
16, 2024 |
|
|
| 4.18 |
|
Second
Amended and Restated La Rosa Holdings Corp. 2022 Agent Incentive Plan. |
|
10-Q |
|
|
|
10-175 |
|
November
19, 2024 |
|
|
| 4.19 |
|
Third
Amended and Restated La Rosa Holdings Corp. 2022 Agent Incentive Plan |
|
10-K |
|
|
|
10-158 |
|
April
15, 2025 |
|
|
| 4.7 |
|
Form of Stock Option Agreement |
|
S-1/A |
|
333-264372 |
|
10.2 |
|
June
14, 2022 |
|
|
| 4.8 |
|
Form of Restricted Stock Unit Agreement |
|
S-1/A |
|
333-264372 |
|
10.67 |
|
August
3, 2022 |
|
|
| 4.9 |
|
Form of Amendment to Restricted Stock Unit Agreement |
|
S-1/A |
|
333-264372 |
|
10.68 |
|
August
3, 2022 |
|
|
| 5.1 |
|
Opinion of Sichenzia Ross Ference Carmel LLP |
|
|
|
|
|
|
|
|
|
X |
| 23.1 |
|
Consent of Marcum LLP |
|
|
|
|
|
|
|
|
|
X |
| 23.2 |
|
Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1) |
|
|
|
|
|
|
|
|
|
X |
| 24.1 |
|
Power of Attorney (included in the signature pages hereto) |
|
|
|
|
|
|
|
|
|
X |
| 107 |
|
Filing Fee Table |
|
|
|
|
|
|
|
|
|
X |
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing this Registration Statement and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Celebration, Florida, on the 27th day of August 2025.
| |
LA ROSA HOLDINGS CORP. |
| |
|
|
| |
By: |
/s/ Joseph
La Rosa |
| |
Name: |
Joseph La Rosa |
| |
Title: |
President,
Chief Executive Officer, and Chairman of the Board of Directors
(Principal
Executive Officer) |
KNOW
ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints Joseph La Rosa, his or her true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission granting unto
said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent or his or her substitutes or substitute may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Joseph La Rosa |
|
Chief Executive Officer,
and Chairman of the Board |
|
August
27, 2025 |
| Joseph La Rosa |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Joseph La Rosa |
|
Interim Chief Financial
Officer |
|
August
27, 2025 |
| Kent Metzroth |
|
(Chief Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Michael
A. La Rosa |
|
Director |
|
August 27, 2025 |
| Michael A. La Rosa |
|
|
|
|
| |
|
|
|
|
| /s/ Ned L.
Siegel |
|
Director |
|
August 27, 2025 |
| Ned L. Siegel |
|
|
|
|
| |
|
|
|
|
| /s/ Lourdes
Felix |
|
Director |
|
August 27, 2025 |
| Lourdes Felix |
|
|
|
|
| |
|
|
|
|
| /s/ Siamack
Alavi |
|
Director |
|
August 27, 2025 |
| Siamack Alavi |
|
|
|
|
II-3
