Form 8-K/A

8-K/A — La Rosa Holdings Corp.

Accession: 0001213900-26-078793

Filed: 2026-07-16

Period: 2026-07-09

CIK: 0001879403

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

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0298204-8ka1_larosa.htm (Primary)

EX-3.1 — CERTIFICATE OF DESIGNATION OF SERIES E CONVERTIBLE PREFERRED STOCK OF THE COMPANY, FILED AS OF JULY 9, 2026 (ea029820401ex3-1.htm)

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8-K/A — AMENDMENT NO. 1 TO FORM 8-K

8-K/A (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 9, 2026

La Rosa Holdings Corp.

(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.)

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

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:

☐

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. ☐

Explanatory Note

This

Current Report on Form 8-K/A (this “Amendment”) amends and restates the Current Report on Form 8-K filed by La Rosa

Holdings Corp. (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on July 10, 2026

(the “Original Report”). The Original Report was filed to report, among other things, the filing by the Company of a

Certificate of Designation of Preferences, Rights, and Limitations of Series E Preferred Stock (the "Series E Certificate of

Designation") with the Secretary of the State of Nevada (the "Nevada Secretary of State") and entering into the SPA (as

defined in the Original Report). This Amendment amends and restates the Original Report in its entirety solely to: (i) correct the

Date of Report (Date of earliest event reported) from July 10, 2026 to July 9, 2026, (ii) correct disclosures in Items 1.01 and 5.03

of the Original Report regarding the filing of Series E Certificate of Designation with the Nevada Secretary of State to specify

that such filing was made on July 9, 2026 and that the Board of Directors of the Company approved such filing on July 8, 2026, (iii)

add in the Item 1.01 of the Original Report that on July 13, 2026 the Company issued the Investor 250 shares of Series E Preferred

Stock and received gross proceeds of $250,000, and (iv) replace exhibit 3.1 to the Original Report with the Series E Certificate of

Designation filed herewith, which includes the Nevada Secretary of State's filing confirmation stamp. Other than such changes to the

Original Report described above, there are no other changes to the Original Report.

Item 1.01. Entry into

a Material Definitive Agreement.

Securities Purchase

Agreement

On July 9, 2026, La

Rosa Holdings Corp., a Nevada corporation (the “Company”), and an institutional investor (the “Investor”)

entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company will issue to the Investor 250

shares of the Company’s Series E Convertible Preferred Stock, par value $0.0001 per share (“Series E Preferred Stock”),

for a purchase price of $1,000 per share. On July 9, 2026, the Company filed a Certificate of Designation of Rights and Preferences of

the Series E Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada.

On July 13, 2026, the Company issued the Investor 250 shares of Series E Preferred Stock and received aggregate gross proceeds of $250,000.

The foregoing description

of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a copy of which

is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Series E Preferred

Stock

No Dividends; Voting

Rights

The Series E 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 to: (a) amend or repeal any provision of, or add any provision to, its articles of incorporation (the “Certificate of

Incorporation”) or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred

stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided

for the benefit of the Series E Preferred Stock, regardless of whether any such action shall be by means of amendment to the Certificate

of Incorporation or by merger, consolidation or otherwise; (b) increase or decrease (other than by conversion) the 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 defined in the Certificate of Designation); (d) purchase, repurchase or redeem

any shares of Junior Stock (as defined in the Certificate of Designation) (other than pursuant to the terms of the Company’s equity

incentive plans and options and other equity awards granted under such plans (that have in good faith been approved by the Company’s

board of directors)); (e) pay dividends or make any other distribution on any shares of any Junior Stock; (f) issue any additional shares

of Series E Preferred Stock; or (g) whether or not prohibited by the terms of the Series E Preferred Stock, circumvent a right of such

shares under the Certificate of Designation.

Conversion Rights

Subject to the Maximum

Percentage (as hereinafter defined), holders of outstanding shares of Series E Preferred Stock are entitled to convert any portion of

the outstanding and unpaid Conversion Amount (as hereinafter defined) thereof into shares of the Company’s common stock, par value

$0.0001 per share (the “Common Stock”) at the Conversion Rate (as hereinafter defined). For such purpose: (i) “Conversion

Amount” means the stated value thereof and any other unpaid amounts owed to such holder(s) under the Transaction Documents (as defined

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 option of 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 Conversion Date of the applicable Alternate Conversion, and (ii) the greater

of (x) the “Floor Price” (as defined in the COD and adjusted for stock splits, stock dividends, stock combinations,

recapitalizations and similar events) and (y) 90% of the lowest VWAP (as defined in the Certificate of Designation) of the Common Stock

during the ten (10) consecutive 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 convert the Series E Preferred Stock at the Alternate Conversion

Price, the Conversion Amount shall be multiplied by (i) if in connection with a Change of Control (as defined in the Certificate of Designation),

105% or (ii) otherwise, 125%.

A holder of Series E

Preferred Stock shall not have the right to convert any portion of their Series E Preferred Stock to the extent that, after giving effect

to such conversion, the holder (together with its affiliates) would beneficially own in excess of 9.99% (the “Maximum Percentage”).

Subject to certain exceptions

outlined in the Certificate of Designation, including, but not limited to, equity issuances in connection with its equity incentive plan

and certain strategic acquisitions, if the Company sells, enters into an agreement to sell, or grants any option to purchase, or sells,

enters into an agreement to sell, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or

other disposition) any shares of Common Stock or any other securities that are at any time convertible into, or exercisable or exchangeable

for, or otherwise entitle the holder thereof to receive, Common Stock, at an effective price per share less than the Conversion Price

of the Series E Preferred Stock then in effect, the Conversion Price of the Series E Preferred Stock will be reduced to equal the effective

price per share in such dilutive issuance.

Company Optional Redemption

Rights

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.

The foregoing description

of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the

Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02. Unregistered Sale of Equity Securities.

The 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 8, 2026, the Board of Directors of the Company approved the filing of the 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

was filed on July 9, 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

Certificate of Designation of Series E Convertible Preferred Stock of the Company, filed as of July 9, 2026.

10.1*^

Form of the Securities Purchase Agreement, between the Company and investor, dated as of July 10, 2026 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on 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 16, 2026

LA ROSA HOLDINGS CORP.

By:

/s/ Joseph La Rosa

Name:

Joseph La Rosa

Title:

Chief Executive Officer

EX-3.1 — CERTIFICATE OF DESIGNATION OF SERIES E CONVERTIBLE PREFERRED STOCK OF THE COMPANY, FILED AS OF JULY 9, 2026

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v3.26.1

Cover

Jul. 09, 2026

Cover [Abstract]

Document Type

8-K/A

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true

Amendment Description