Form 8-K

8-K — La Rosa Holdings Corp.

Accession: 0001213900-26-060667

Filed: 2026-05-22

Period: 2026-05-21

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 — ea0291964-8k_larosa.htm (Primary)

EX-99.1 — PRESS RELEASE OF LA ROSA HOLDINGS CORP., DATED MAY 22, 2026 (ea029196401ex99-1.htm)

GRAPHIC (ea029196401_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0291964-8k_larosa.htm · Sequence: 1

false

0001879403

2026-05-21

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)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

May 21, 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.

As previously disclosed in a Form 12b-25 Notification

of Late Filing (the “Form 12b-25”) filed by La Rosa Holdings Corp. (the “Company”) on May 15, 2026, the Company

is delayed in filing its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Form 10-Q”) with the U.S.

Securities and Exchange Commission (the “SEC”).

On May 21, 2026, the Company received a notice

(the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company is

delinquent in filing its 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 SEC.

In accordance with the Notice, the Company has

until June 15, 2026 to submit a plan of compliance (the “Plan”) to Nasdaq 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 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 and Form 10-Q (which would eliminate the need for the Company

to submit a formal plan to regain compliance) and/or submit the Plan with Nasdaq by June 15, 2026. However, there can be no assurance

that the Form 10-K and Form 10-Q will be filed within such period, the Plan 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.

As required under Nasdaq Listing Rule 5810(b),

the Company issued a press release on May 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.

As required under Nasdaq

Listing Rule 5810(b), the Company issued a press release on May 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 May

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: May 22, 2026

LA 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 MAY 22, 2026

EX-99.1

Filename: ea029196401ex99-1.htm · Sequence: 2

Exhibit 99.1

La Rosa Holdings Receives Notification of Deficiency

from Nasdaq Related to Delayed Filing of Quarterly Report on Form 10-Q

Celebration, FL – May 22, 2026 – La

Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”), a real estate and PropTech enterprise,

today announced that it received an expected deficiency notification letter from the Listing Qualifications Staff of The Nasdaq Stock

Market LLC (“Nasdaq”) on May 21, 2026 (the “Notice”). The Notice indicated that the Company was not in compliance

with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of its failure to timely file its Quarterly Report on

Form 10-Q for the quarter ended March 31, 2026 (the “Fiscal 2026 First Quarter Form 10-Q”) as described more fully in the

Company’s Form 12b-25 Notification of Late Filing filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2026,

and for remaining delinquent in filing its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Fiscal 2025 Form

10-K”). The Listing Rule requires Nasdaq-listed companies to timely file all required periodic reports with the SEC.

In accordance with the Notice, the Company has until June 15, 2026

to submit a plan to regain compliance (the “Plan”) with the Listing Rule. Following receipt of such plan, Nasdaq may grant

an extension of up to 180 calendar days from the Fiscal 2025 Form 10-K’s due date, or until October 12, 2026, for the Company to

regain compliance.

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 Fiscal 2026 First Quarter Form 10-Q and the

Fiscal 2025 Form 10-K (which would eliminate the need for the Company to submit a formal plan to regain compliance) and/or submit the

Plan with Nasdaq by June 15, 2026. However, there can be no assurance that such reports will be filed within such period, the Plan will

be submitted within such period, the Staff will grant the Company an exception of up to 180 calendar days from the Fiscal 2025 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.

About La Rosa Holdings Corp.

La 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.

La 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 regain compliance with Nasdaq Listing Rules, 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: ea029196401_ex99-1img1.jpg · Sequence: 6

Binary file (11798 bytes)

Download ea029196401_ex99-1img1.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

May 21, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 21, 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