UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July ~~June~~ 10, 2026

La Rosa Holdings Corp. (Exact name of registrant as specified in its charter)

(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.)

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)

Registrant’s telephone number, including area 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))

☐ 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~~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 1.01. ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

~~Partial~~Securities ~~Filing Compliance~~Purchase Agreementw

AsOn ~~previously~~July ~~reported~~10, ~~on May 21,~~ 2026, La Rosa Holdings Corp., a Nevada corporation (the “Company”), ~~received~~and aan ~~letter~~institutional ~~from~~investor ~~the Listing Qualifications Department~~ (the “~~Staff~~Investor”) ofentered ~~The~~into ~~Nasdaq~~a ~~Stock~~Securities ~~Market~~Purchase ~~LLC~~Agreement (the “~~Nasdaq~~SPA”) ~~notifying~~pursuant ~~the~~to ~~Company~~which ~~that, because~~ the Company iswill ~~delinquent~~issue into ~~filing~~the ~~its~~Investor ~~Quarterly~~250 ~~Report~~shares onof ~~Form~~the ~~10-Q~~Company’s ~~for~~Series ~~the~~E ~~period~~Convertible ~~ended~~Preferred ~~March 31~~Stock, ~~2026~~par ~~(the~~value ~~“Form~~$0.0001 ~~10-Q”)~~per ~~and~~share ~~remains~~(“Series ~~delinquent~~E inPreferred ~~filing its Annual Report~~Stock”), ~~on Form 10-K~~ for ~~the~~a ~~year~~purchase ~~ended~~price ~~December~~of 31$1,000 ~~2025~~per (share. On the ~~“Form~~same ~~10-K”)~~date, the Company ~~does~~filed ~~not~~a ~~comply~~Certificate ~~with~~of ~~Nasdaq~~Designation ~~Listing~~of ~~Rule 5250(c)(1),~~Rights ~~which~~and ~~requires~~Preferences ~~companies~~of the ~~with~~Series ~~securities~~E ~~listed~~Preferred onStock ~~Nasdaq~~(the to“Certificate ~~timely~~of ~~file~~Designation”) ~~all~~with ~~required~~the ~~periodic~~Secretary ~~reports~~of ~~with~~State of the ~~Securities and~~State ~~Exchange~~of ~~Commission (“SEC”)~~Nevada.

OnThe ~~June~~foregoing ~~4, 2026, the Company filed Form 10-K with~~description ~~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~~SPA ~~10-K, the~~does ~~Staff~~not ~~has~~purport ~~determined~~to ~~that~~be ~~the~~complete ~~Company~~and ~~complies~~is ~~with~~qualified ~~Nasdaq~~in ~~Listing~~its ~~Rule~~entirety ~~5250(c)(1)~~by ~~with~~reference ~~regard~~ to the ~~Form~~full ~~10-K~~text ~~filing.~~of ~~However, since it has not received~~ the ~~Company’s Form 10-Q~~SPA, ~~the Company remains noncompliant Nasdaq Listing Rule 5250(c)(1). On June 11, 2026, the Company submitted to Nasdaq~~ a ~~plan~~copy of ~~compliance (the “Plan”) addressing how the Company intends to regain compliance with~~which ~~Nasdaq’s~~is ~~listing~~filed ~~rules~~as ~~with~~Exhibit ~~respect~~10.1 to ~~the~~this ~~delinquent~~Current ~~reports,~~Report ~~and~~on ~~Nasdaq has the discretion to grant the Company up to 180 calendar days from the due date of the~~ Form 108-K, orand ~~October~~is ~~12,~~incorporated ~~2026,~~herein toby ~~regain compliance~~reference.

~~The~~Series ~~Company~~E ~~intends to file the Form 10-Q with~~Preferred ~~the SEC as soon as practicable and regain compliance under the Nasdaq Listing Rule 5250(c)(1).~~Stock

~~Stockholders’ Equity~~No Dividends; Voting Rights

OnThe ~~June~~Series ~~10,~~E ~~2026,~~Preferred Stock bears no dividends. The Series E Preferred Stock has no voting rights except as required by Nevada law and except if the Company proposes ~~received~~to: (a) ~~letter~~amend ~~from~~or ~~the~~repeal ~~Staff~~any ~~indicating~~provision ~~that~~of, ~~because~~or add any provision to, its articles of incorporation (the ~~Company’s~~“Certificate ~~stockholders’~~of Incorporation”) ~~equity~~or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred asstock, ~~reported~~if such action would adversely alter or change in ~~its~~any ~~Form~~respect ~~10-K~~the preferences, rights, privileges or powers, or restrictions provided for the ~~fiscal~~benefit ~~year~~of ~~ended~~the ~~December~~Series 31E Preferred Stock, ~~2025~~regardless ~~was~~of ~~$(1~~whether any such action shall be by means of amendment to the Certificate of Incorporation or by merger,~~848,252~~ consolidation or otherwise; (b), increase or decrease (other than by conversion) the ~~Company~~authorized number of shares of Series E Convertible Preferred Stock; (c) create or authorize (by reclassification or otherwise) any new class or series of Senior Preferred Stock or Parity Stock (as each term is nodefined ~~longer~~in the Certificate of Designation); (d) purchase, repurchase or redeem any shares of Junior Stock (as defined in ~~compliance~~the ~~with~~Certificate of Designation) (other than pursuant to the terms of the Company’s equity ~~Nasdaq~~incentive ~~Listing~~plans ~~Rule~~and ~~5550~~options and other equity awards granted under such plans (bthat have in good faith been approved by the Company’s board of directors)); (1e), ~~which~~pay ~~requires~~dividends ~~companies~~or ~~listed~~make any other distribution on ~~The~~any ~~Nasdaq~~shares ~~Capital~~of ~~Market~~any toJunior ~~maintain~~Stock; a(f) ~~minimum~~issue any additional shares of $2Series E Preferred Stock; or (g) whether or not prohibited by the terms of the Series E Preferred Stock,~~500,000~~ incircumvent ~~stockholders’~~a right of such ~~equity~~shares ~~for~~under ~~continued~~the ~~listing~~Certificate of Designation.

~~The letter~~Conversion 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.Rights

In Subject to the ~~event~~Maximum Percentage (as hereinafter defined), holders of outstanding shares of Series E Preferred Stock are entitled to convert any portion of the ~~plan~~outstanding isand ~~not~~unpaid ~~accepted~~Conversion byAmount (as hereinafter defined) thereof into shares of the ~~Nasdaq~~Company’s ~~Staff~~common stock, par value $0.0001 per share (the ~~Company~~“Common ~~would~~Stock”) ~~have~~at the ~~right~~Conversion toRate ~~appeal~~(as ~~that~~hereinafter ~~decision~~defined). For such purpose: (i) “Conversion Amount” means the stated value thereof and any other unpaid amounts owed to asuch ~~Hearings~~holder(s) ~~Panel~~under the Transaction Documents (as defined ~~pursuant~~in the Securities Purchase Agreement); (ii) “Conversion Rate” means the amount determined by dividing (x) such Conversion Amount by (y) the Conversion Price; and (iii) “Conversion Price”, as of any date of determination and subject to adjustment as provided therein (if any), at the ~~procedures~~option ~~set~~of ~~forth~~the converting holder(s), either: (A) $1.58 per share (subject to adjustment), or (B) the “Alternate Conversion Price”. As used herein, “Alternate Conversion Price” means the lowest of (i) the applicable Conversion Price as in effect on the applicable ~~Nasdaq~~Conversion ~~Listing~~Date ~~Rules.~~of ~~However~~the applicable Alternate Conversion, ~~there~~and ~~can~~(ii) bethe nogreater of ~~assurance~~(x) ~~that~~the “Floor Price” (as defined in the COD and adjusted for stock splits, ifstock dividends, stock combinations, recapitalizations and similar events) and (y) 90% of the ~~Company~~lowest VWAP (as defined in the Certificate of Designation) of the Common Stock ~~appeals~~during ~~any~~the ~~delisting~~ten ~~determination~~(10) byconsecutive ~~Nasdaq~~trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice. In the event the holder elects to aconvert ~~panel~~the Series E Preferred Stock at the Alternate Conversion Price, ~~that~~the ~~such~~Conversion ~~appeal~~Amount ~~would~~shall be ~~successful~~multiplied by (i) if in connection with a Change of Control (as defined in the Certificate of Designation), 105% or (ii) otherwise, 125%.

~~The Company~~A ~~intends~~holder toof ~~take~~Series ~~all~~E Preferred ~~reasonable~~Stock ~~measures~~shall ~~available~~not tohave ~~regain~~the ~~compliance~~right ~~under~~to ~~the~~convert ~~Nasdaq~~any ~~Listing~~portion ~~Rules~~of ~~and~~their ~~remain~~Series ~~listed~~E onPreferred ~~Nasdaq. The~~Stock ~~Company~~to isthe ~~currently~~extent ~~evaluating~~that, ~~its~~after ~~available~~giving ~~options~~ effect to ~~resolve~~such conversion, the ~~deficiency~~holder ~~and~~(together ~~regain~~with ~~compliance~~its ~~with~~affiliates) ~~the~~would ~~Nasdaq~~beneficially ~~minimum~~own ~~stockholders’ equity~~in ~~requirement~~excess of 9.99% (the “Maximum Percentage”).

~~Cautionary Note Regarding Forward-Looking Statements~~ 1

~~This report~~Subject ~~contains~~to ~~statements~~certain ~~that~~exceptions outlined ~~are~~in ~~forward-looking~~the ~~and~~Certificate asof ~~such~~Designation, ~~are~~including, but not ~~historical~~limited ~~facts.~~to, ~~This~~equity ~~includes~~issuances ~~statements~~in ~~regarding~~connection ~~the Company’s intention to regain compliance~~ with ~~the~~its ~~Nasdaq~~equity ~~Listing~~incentive ~~Rules~~ plan and ~~similar~~certain ~~expectations,~~strategic ~~beliefs~~acquisitions, ~~plans,~~if ~~objectives, assumptions or projections of~~ the Company ~~and therefore are~~sells, orenters ~~may~~into bean ~~deemed~~agreement to besell, ~~“forward-looking~~or ~~statements.”~~grants ~~These~~any ~~forward-looking~~option ~~statements can~~to ~~generally be identified by the use of forward-looking terminology~~purchase, ~~including~~or ~~the terms “believes~~sells,~~” “estimates,”~~ ~~“anticipates,”~~enters ~~“expects,”~~into ~~“seeks,”~~an ~~“projects,”~~agreement ~~“intends,”~~to ~~“plans~~sell,~~” “might,”~~ ~~“possible,”~~or ~~“potential,”~~otherwise ~~“predicts,”~~disposes ~~“may,”~~of ~~“would,” “could,” “will”~~ or ~~“should”~~issues (or, inannounces ~~each~~any ~~case~~offer, ~~their~~sale, ~~negative~~grant or ~~other~~any ~~variations~~option orto ~~comparable~~purchase ~~terminology,~~or ~~but~~other ~~the~~disposition) ~~absence~~any shares of ~~these~~Common ~~words~~Stock ~~does~~or ~~not~~any ~~mean~~other securities that aare ~~statement~~at isany ~~not~~time ~~forward-looking.~~convertible ~~Such~~into, ~~forward-looking~~or ~~statements~~exercisable ~~are~~or ~~based on management’s~~exchangeable ~~expectations~~for, ~~beliefs~~or ~~and~~otherwise ~~forecasts~~entitle ~~concerning~~the ~~future~~holder ~~events~~thereof ~~impacting~~to ~~the~~receive, ~~Company.~~Common ~~One~~Stock, ~~should~~at ~~carefully~~an ~~consider~~effective ~~the~~price ~~risks~~per ~~and~~share ~~uncertainties described~~less inthan the ~~“Risk~~Conversion ~~Factors” section~~ Price of the ~~Company’s~~Series ~~latest~~E ~~Annual~~Preferred ~~Report~~Stock onthen ~~Form~~in ~~10-K~~effect, ~~for~~ the ~~fiscal~~Conversion ~~year~~Price ~~ended December~~of ~~31, 2025, and~~ the ~~other~~Series ~~documents~~E ~~filed~~Preferred byStock ~~the~~will ~~Company~~be ~~from~~reduced ~~time~~ to ~~time~~equal ~~with~~ the ~~Securities and Exchange Commission. The Company~~effective ~~undertakes~~price noper ~~obligation~~share toin ~~update~~such ordilutive ~~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~~issuance.

1Company Optional Redemption Rights

~~SIGNATURES~~Under the Certificate of Designation, the Company has the right to redeem all, but not less than all, of the then outstanding shares of Series E Preferred Stock at a price equal to the greater of (i) the Conversion Amount being redeemed and (ii) the product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed multiplied by (2) the greatest Closing Sale Price (as defined therein) of the Common Stock on any trading day during the period commencing on the date immediately preceding the date of the Company’s notice to the holder(s) of Series E Preferred Stock of such redemption and ending on the trading day immediately prior to the date the Company makes the entire redemption payment required to be made under the Certificate of Designation.

~~Pursuant~~The foregoing description toof the ~~requirements~~Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the ~~Securities~~full ~~Exchange~~text ~~Act~~of the Certificate of ~~1934~~Designation, ~~the~~a ~~registrant~~copy ~~has~~of ~~duly~~which ~~caused~~is ~~this~~filed ~~report~~as Exhibit 3.1 to bethis ~~signed~~Current Report on ~~its~~Form ~~behalf~~8-K ~~by the~~and ~~undersigned~~is ~~hereunto~~incorporated ~~duly~~herein ~~authorized~~by reference.

Date: June 12, 2026	LA ROSA HOLDINGS CORP.
	By:	/s/ Joseph La Rosa
	Name:	Joseph La Rosa
	Title:	Chief Executive Officer

Item 3.02. Unregistered Sale of Equity Securities.

2The 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 9, 2026, in connection with the SPA, the Board of Directors of the Company approved the filing of the Certificate of Designation ("Certificate of Designation") with the Secretary of State of the State of Nevada, designating 10,000 shares of preferred stock of the Company as Series E Preferred Stock. The Certificate of Designation is anticipated to be filed on or about July 10, 2026.

The disclosures set forth in Item 1.01 of this Current Report on Form 8-K are hereby incorporated by reference into this Item 5.03. A copy of the Certificate of Designation is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Form of Certificate of Designation of Series E Convertible Preferred Stock of the Company
10.1*^		Form of the Securities Purchase Agreement, between the Company and investor, dated as of July 10, 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: July 10, 2026	LA ROSA HOLDINGS CORP.

	By:	/s/ Joseph La Rosa
	Name:	Joseph La Rosa
	Title:	Chief Executive Officer

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