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): July 26, 2026

La Rosa Holdings Corp.

(Exact name of registrant as specified in its charter)

(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):

Securities registered pursuant to Section 12(b) of the Act:

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 8.01 Other Events.

On July 26, 2026, La Rosa Holdings Corp., a Nevada corporation (the “Company”), and certain of its present institutional investors (together, the “Holders”) entered into a nonbinding letter of intent (“LOI”) outlining the conditions under which the Holders may exchange, in part, their Senior Secured Convertible Promissory Note due January 8, 2028 (the “Note”) issued by the Company on January 8, 2026 for certain convertible preferred stock of the Company (the “Exchange”) and may waive, in part, their Right to Receive Tokens issued by the Company on November 12, 2025 (the “Token Rights Waiver”). The intent of the Exchange and Token Rights Waiver is to cure the Company’s minimum stockholders’ equity requirement deficiency under Nasdaq Listing Rule 5550(b)(1) (the “Rule”) announced in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on June 12, 2026.

Final terms and conditions of the Exchange and Token Rights Waiver are expected to be contained in definitive agreements to be signed by the parties.

The preceding description of the LOI purports to be a summary only and is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. 

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. 

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements regarding the ability of the Company to enter into the definitive agreement contemplated by the LOI and to regain compliance with Nasdaq’s minimum stockholders’ equity requirement. Forward-looking statements are based on current expectations and assumptions, are subject to risks and uncertainties, and are not guarantees of future performance. Actual results may differ materially from those anticipated in the forward-looking statements due to various factors, including but not limited to: general economic and market conditions; changes in the Company’s business strategy; and other risks and uncertainties described in the Company’s filings with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. 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 required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.

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