Form 8-K

8-K — La Rosa Holdings Corp.

Accession: 0001213900-26-046409

Filed: 2026-04-22

Period: 2026-04-16

CIK: 0001879403

SIC: 6531 (REAL ESTATE AGENTS & MANAGERS (FOR OTHERS))

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0287283-8k_larosa.htm (Primary)

EX-99.1 — PRESS RELEASE OF LA ROSA HOLDINGS CORP., DATED APRIL 22, 2026 (ea028728301ex99-1.htm)

GRAPHIC (ea028728301_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0287283-8k_larosa.htm · Sequence: 1

false

0001879403

2026-04-16

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): April 16, 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

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 ☒

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.

April 16, 2026, the Company received a notice (the “Notice”) from the Listing Qualifications Department (the “Staff”)

of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) as a

result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”)

with the SEC.

The

Staff informed the Company in the Notice that, under Nasdaq rules, the Company has 60 calendar days to submit a plan to regain compliance,

and if the Staff accepts such plan, they can grant an exception of up to 180 calendar days from the Form 10-K’s due date (or until

October 12, 2026) to regain compliance. In determining whether to accept our plan, Nasdaq will consider such things as the likelihood

that the filing of the Form 10-K, along with any subsequent periodic filing that will be due, can be made within the 180 day period,

the Company’s past compliance history, the reasons for the late filing of the Form 10-K, other corporate events that may occur

within its review period, the Company’s overall financial condition and its public disclosures. Any subsequent periodic filing

that is due within such 180-day exception period must be filed no later than the end of the period.

previously reported in the Company’s Notification of Late Filing on Form 12b-25/A filed with the SEC on April 1, 2026 (the “Form

12b-25”), the Company was unable to file the Form 10-K within the prescribed period because the Company requires additional time

to prepare and review its financial statements to ensure adequate disclosure of the financial information required to be included in

the Form 10-K. Subsequent to filing the Form 12b-25, the Company continued to dedicate significant resources to the completion of

the Form 10-K but was unable to file the Form 10-K by April 15, 2026, the end of the extension period provided by the Form 12b-25. The

Company requires additional time to complete and file the Form 10-K.

The

Notice from Nasdaq has no immediate effect on the listing of the Company’s common stock and its common stock will continue to be

listed on The Nasdaq Capital Market under the symbol “LRHC”. The Company intends to take the necessary steps to regain compliance

with Nasdaq’s listing rules as soon as practicable and currently expects to file the Form 10-K within the 60-day period granted

by Nasdaq in the Notice (which would eliminate the need for the Company to submit a formal plan to regain compliance) and/or submit a

plan of compliance with Nasdaq. However, there can be no assurance that the Form 10-K will be filed within such period, a plan of compliance

will be submitted within such period, the Staff will grant the Company an exception of up to 180 calendar days from the Form 10-K’s

due date, or that the Company will be able meet the continued listing requirements during any compliance period that may be granted by

Nasdaq.

required under Nasdaq Listing Rule 5810(b), the Company issued a press release on April 22, 2026, announcing that it had received the

Notice. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.

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 Rule 5250(c)(1) 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, 2024, and the other documents filed by the Company from time to time with the SEC. 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.

Item 8.01

Other Events.

required under Nasdaq Listing Rule 5810(b), the Company issued a press release on April 22, 2026 announcing that it had received the

Notice from Nasdaq. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

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.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press release of La Rosa Holdings Corp., dated April 22, 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).

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:

April 22, 2026

ROSA HOLDINGS CORP.

By:

/s/

Joseph La Rosa

Name:

Joseph

La Rosa

Title:

Chief

Executive Officer

EX-99.1 — PRESS RELEASE OF LA ROSA HOLDINGS CORP., DATED APRIL 22, 2026

EX-99.1

Filename: ea028728301ex99-1.htm · Sequence: 2

Exhibit

99.1

Rosa Holdings Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1)

Celebration,

FL – April 22, 2026 – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa”

or the “Company”), a real estate and PropTech enterprise, today announced that on April 16, 2026, it received a delinquency

notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) due to the Company’s

non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Nasdaq Listing Rule”) as a result of the Company’s failure

to timely file its Annual Report on Form 10-K for the period ended December 31, 2025 (the “Filing”). The Nasdaq Listing Rule

requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”).

This

Notice has no immediate effect on the listing of the Company’s securities on Nasdaq.

The

Notice provides that the Company shall submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule no later than June 15,

2026. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company an exception up to 180 calendar days from the Filing’s

due date, or until October 12, 2026, to regain compliance. In determining whether to accept the plan, Nasdaq will consider such things

as the likelihood that the Filing, along with any subsequent periodic filing that will be due, can be made within the 180 day period,

the Company’s past compliance history, the reasons for the late Filing, other corporate events that may occur within its review

period, the Company’s overall financial condition and its public disclosures. If Nasdaq does not accept the Company’s plan,

then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

The

Company intends to take the necessary steps to regain compliance with Nasdaq Listing Rule as soon as practicable and currently expects

to file the Filing within the 60-day period granted by Nasdaq and/or submit a plan of compliance with Nasdaq. However, there can be no

assurance that a plan of compliance will be submitted within such period, the Filing will be filed within such period, the Nasdaq will

grant the Company an exception of up to 180 calendar days from the Filing’s due date, or that the Company will be able meet the

continued listing requirements during any compliance period that may be granted by Nasdaq.

Joe

La Rosa, CEO of La Rosa, commented, “We are in the final stages of preparing our annual report on Form 10-K and are prioritizing

its completion. We intend to file promptly and, upon doing so, expect to return to compliance with Nasdaq Listing Rule 5250(c)(1). Our

focus remains on maintaining high standards of financial reporting while advancing our strategic initiatives.”

About

La Rosa Holdings Corp.

Rosa Holdings Corp. (Nasdaq: LRHC) intends to transform the real estate industry by providing agents with flexible compensation options,

including a revenue-sharing model or a fee-based structure with 100% commission. Powered by its proprietary technology platform, La Rosa

aims to equip agents and franchisees with the tools they need to deliver exceptional service.

The

Company offers both residential and commercial real estate brokerage services, as well as technology-driven products and support for

its agents and franchise partners. Its business model includes internal services for agents and external offerings for the public, spanning

real estate brokerage, franchising, education and coaching, and property management.

Rosa operates 24 corporate-owned brokerage offices across Florida, California, Texas, Georgia, and Puerto Rico. La Rosa also started

its expansion into Europe, beginning with Spain. Additionally, the Company has five franchised offices and branches and three affiliated

brokerage locations in the U.S. and Puerto Rico. The Company also operates a full-service escrow settlement and title company in Florida.

For

more information, please visit: https://www.larosaholdings.com.

Stay

connected with La Rosa, sign up for news alerts here: larosaholdings.com/email-alerts.

Forward-Looking

Statements

This

press release contains forward-looking statements regarding the Company’s current expectations that are subject to various risks

and uncertainties. Such statements include statements regarding the Company’s ability to grow its business and other statements

that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,”

“plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,”

“aims,” “believes,” “hopes,” “potential” or similar words. These statements

are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict.

Actual results could differ materially from those described in these forward-looking statements due to certain factors, including without

limitation, the Company’s ability to achieve profitable operations, customer acceptance of new services, the demand for the Company’s

services and the Company’s customers’ economic condition, the impact of competitive services and pricing, general economic conditions,

the successful integration of the Company’s past and future acquired brokerages, the effect of the recent National Association

of Realtors’ landmark settlement on our business operations, and other risk factors detailed in the Company’s filings with the United

States Securities and Exchange Commission (the “SEC”). You are urged to carefully review and consider any cautionary statements

and other disclosures, including the statements made under the heading “Risk Factors” in our Annual Report on Form 10-K for

the fiscal year ended December 31, 2024, and other reports and documents that we file from time to time with the SEC. Forward-looking

statements contained in this press release are made only as of the date of this press release, and La Rosa does not undertake any responsibility

to update any forward-looking statements in this release, except as may be required by applicable law. References and links to websites

have been provided as a convenience, and the information contained on such websites has not been incorporated by reference into this

press release.

For

more information, contact: info@larosaholdings.com

Investor

Relations Contact:

Crescendo

Communications, LLC

David

Waldman/Natalya Rudman

Tel:

(212) 671-1020

Email:

LRHC@crescendo-ir.com

GRAPHIC

Filename: ea028728301_ex99-1img1.jpg · Sequence: 3

Binary file (11622 bytes)

Download ea028728301_ex99-1img1.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Apr. 16, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Apr. 16, 2026

Entity File Number

001-41588

Entity Registrant Name

LA ROSA HOLDINGS CORP.

Entity Central Index Key

0001879403

Entity Tax Identification Number

87-1641189

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1420 Celebration Blvd.

Entity Address, Address Line Two

2nd Floor

Entity Address, City or Town

Celebration

Entity Address, State or Province

Entity Address, Postal Zip Code

34747

City Area Code

321

Local Phone Number

250-1799

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.0001 par value

Trading Symbol

LRHC

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration