8-K
La Rosa Holdings Corp. (LRHC)
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):
January 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 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by reference.
Item 5.03 Amendment to Articlesof Incorporation or Bylaws; Change in Fiscal Year.
On January 21, 2026, La Rosa Holdings Corp., a Nevada corporation (the “Company”), filed a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of Nevada to effect an 1-for-10 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issued and outstanding, effective as of 12:01 a.m. (New York time) on January 26, 2026, (the “Reverse Stock Split”). As previously reported by the Company, on November 12, 2025, the Company’s stockholders holding majority of the voting power by a written consent (the “Stockholders Approval”) approved the amendment to the Company’s Amended and Restated Articles of Incorporation, as amended (the “Articles of Incorporation”), to effect a reverse stock split of the Company’s Common Stock at a ratio in the range of 1-for-5 to 1-for-100, with such ratio to be determined by the Company’s board of directors (the “Board”). Such resolution of the stockholders became effective on December 25, 2025, or twenty (20) days after the Company filed with the Securities and Exchange Commission (the “SEC”) and mailed to its stockholders respective Information Statement on Schedule 14C on or approximately December 4, 2025. Following the Stockholders Approval, the Board determined to effect the Reverse Stock Split at a ratio of 1-for-10 and approved the corresponding final form of the Certificate of Amendment.
As a result of the Reverse Stock Split, every ten (10) shares of issued and outstanding Common Stock were automatically combined into one (1) issued and outstanding share of Common Stock. No fractional shares were issued as a result of the Reverse Stock Split, fractional entitlements were rounded up to the next whole number. The Reverse Stock Split reduced the number of shares of Common Stock outstanding from approximately 5.35 million shares to approximately 535 thousand shares. The number of authorized shares of Common Stock under the Company’s Articles of Incorporation remained unchanged at 2 billion 50 million (2,050,000,000) shares and the par value of the Common Stock remained $0.0001 per share.
The Common Stock began trading on a reverse stock split-adjusted basis on The Nasdaq Capital Market on January 26, 2026. The trading symbol for the Common Stock remained “LRHC.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 50172T301.
Proportionate adjustments were also made to the per share exercise price and the number of shares of Common Stock that may be purchased upon exercise of outstanding stock options granted by the Company, and the number of shares of Common Stock reserved for future issuance under the Company’s equity incentive plans. The Company adjusted the number of shares available for issuance upon the exercise of outstanding warrants to issue Common Stock as well as the exercise price to reflect the effects of the Reverse Stock Split. The Company also adjusted the number of shares issuable upon conversion of outstanding restricted stock units to reflect the effects of the Reverse Stock Split.
The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On January 22, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.
1
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 3.1 | Certificate of Amendment<br> to Amended and Restated Articles of Incorporation of La Rosa Holdings Corp., filed on January 21, 2026 |
| 99.1 | Press release of the Company<br> issued on January 22, 2026 |
| 104 | Cover Page Interactive<br> Data File (embedded with the Inline XBRL document). |
2
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: January 27, 2026 | LA ROSA HOLDINGS CORP. | |
|---|---|---|
| By: | /s/ Joseph La Rosa | |
| Name: | Joseph La Rosa | |
| Title: | Chief Executive Officer |
3
Exhibit3.1
Business Number E15365242021 - 1 Filed in the Office of Secretary of State State Of Nevada Filing Number 20265460433 Filed On 1/21/2026 12:16:00 PM Number of Pages 3
Profit Corporation: Certificate of Amendment ‹ URSUANT TO NRS 78.380 & 78 385/78.390) Certificate to Accompany Restated Articles or Amended and Restated Articles ‹PURSUANT TO NRS 78.403) Officer's Statement (PURSUANT TO NRS 80.030) 01/26/2026 Time. 1z:01 a.m. (EST) (must not be later than 90 days after the certificate is filed) Date. 4. Effective Date and Time: (Optional) Changes to takes the following effect: The entity name has been amended. The registered agent has been changed. (attach Certificate of Acceptance from new registered agent) The purpose of the entity has been amended. The authorized shares have been amended. The directors, managers or general partners have been amended. IRS tax language has been added. Articles have been added. Articles have been deleted. Other. The articles have been amended as follows. (provide article numbers, if available) Article 3 is amended by adding the Section 3.08 (see attached Exhibit A) D c ia d by (attach additional page(s) if necessary) us n 5. Information Being Changed: (Domestic corporations only) Joseph La Rosa, CEO 6. Signature: (Required) Signature of Officer or Authorized Signer Title Signature of Officer or Authorized Signer Title *If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition tc the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power nf each class cr series affected dy the amendment regardless tc limitations or restrictions on the voting power thereof. Please include any required or optional information in space below: (attach additional page(s) if necessary) See attached Exhibit A with the terms of the Amendment 2 16 02 p m. 01 — 21 — Z0Z6 | 4 18886118813 To: Page: 4 of 5 2026 - 01 - 21 20:15:49 GMT Docusign Envelope ID. 87D6A7F2 - 4D0D - 4D84 - 845C - 818B5E5715BE FRANCISCO V. AGUILAR Secretary of State 401 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov 18886118813 From: Vcorp Services, LL This form must be accompanied by appropriate fees. Page 2 of ? Revised: 9/1/2023
12.16.02 p m 01
— 21 — 2026 5 18886118813 To: Page: 5 of 5 2026 - 01 - 21 20:15:49 GMT Docusign Envelope ID. 87O6A7F2 - 4D0D - 4D84 - 845C - 818B5E5715BE Exhibit A CERTIFICATE OF AMENDMENT TD AM ENDED AND RESTATED ARTICLES OF INCOItPORATION OF LA ROSA HO LDIN€IS CORP. La Rosa Holdings Corp., u corporation organized and existing in the State of Nevada (the “Company”), hereby certifies as follows: I . Ai - ticle 3 or the Amended ated Rcstated Articles of Incorporation of th e Company, as amended, shall be amended by adding th e following Section 3 . 05 : “ 3 . 08 . 2026 Reverse Stock Split . : ffcctive as of 12 : 01 a . m . , Eastern Time, on January 26 . 202 a› (the “ 2026 Split Effective Time”), every 10 shares of Common Stock issued and outstanding or held by the Company as trcmsury shares as of the 2026 Split Ei'fcctivc "Fimc shall automatically, and withou t action on the part of the Clompany or the stockholders, be combined and converted into one ( 1 ) validly issued, fully paid and non - assessable share of Common Stock, without increasing or decreasing the par val ue of each sliarc of Conunori Stock (the “2026 Reverse Split”). No fractional sliarcs of Common Stock shall be issued as a result of the 2026 Reverse Split and shall be rounded up to a whole share. The 2026 Reverse Split shall occur whether or not t1ic certificates representing such sharc•s of Common Stock arc surrendcred to the Company or its transfer agent. Each certificate or book eniry position that immediately prior to the 2026 Spl it Effective Time represented sharcs of C‹›inmon Stock shall thereafter rcprcscnt the numbcr of shares of Common Stock into which thc shares of Common Stock represcntcd by such ccrtificate or book entry position has been combined, subject to the elimination of fractional interests set forth above. The 2026 Reverse Stock Split shall not have effect on the prcferrcd stock of the Company, as wcll as on the authorized number or par value of the capital stock of the Company.” 2. Except as set forth in this Certificate of Amendment, the Amended and Restated Articles of Incorporation of the Company, as ainendcd, shall remain in full force and effect. 1 his Certificatc of Amendment has bcen approved and duly adopted by thc Company’s Board of Directnrs and stockholders. This Certificate of Amendment shall become effective at 1.2:0 I a.m., Eastern Time. on January 2b, 202b. 18886118813 From: Vcorp Services, LLC IN WITNESS WH EREOF, said Company has caused this certificate to be b I nuary 21, 2026. DdcuS‹gned Nam e: Josc 6’tf 6. 0 0465 Title: Chief Executive Officer
Exhibit 99.1
La Rosa Holdings Corp. Announces 1-for-10 ReverseStock Split
Celebration, FL – January 22,2026 – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”), a real estate and PropTech enterprise, today announced that it will effect a 1-for-10 reverse split (“reverse stock split”) of its shares of common stock that will become effective on January 26, 2026 at 12:01 a.m. (Eastern Time).
La Rosa’s common stock will continue to trade on Nasdaq under the symbol “LRHC” and will begin trading on a split-adjusted basis when the market opens on January 26, 2026. The new CUSIP number for the common stock following the reverse stock split will be 50172T301. At the effective time of the reverse stock split, every 10 shares of the Company’s issued and outstanding common stock will be automatically reclassified and combined into 1 share of common stock. The reverse stock split will reduce the number of outstanding shares of common stock from approximately 5.35 million shares to approximately 535 thousand shares, without giving effect to rounding. The reverse stock split will also apply to Company’s common stock issuable upon exercise of the Company’s outstanding stock options and warrants. No fractional shares will be issued; instead, any fractional entitlements will be rounded up to the next highest whole number at the participant level.
As of the date of this release, the Company has not received a deficiency notice from Nasdaq regarding its minimum bid price requirement. Instead, the Company is taking proactive corporate action to ensure compliance before any notice is issued. By acting early, La Rosa intends to demonstrate its commitment to maintaining its Nasdaq listing.
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 25 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 satisfy closing conditions of future tranches under of its existing financing facilities and the timing and use of proceeds thereof, including the redemption of the Series X Preferred Stock, 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