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): January19, 2026
| La Rosa Holdings Corp. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Nevada | 001-41588 | 87-1641189 |
| --- | --- | --- |
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 1420 Celebration Blvd**., 2^nd^ Floor**<br><br> <br>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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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. ☐
Item7.01 Regulation FD Disclosure.
On January 19, 2026, La Rosa Holdings Corp., Nevada corporation (the “Company”) entered into waiver agreements with certain accredited investors (the “Investors”) party to that certain Securities Purchase Agreement with the Company, dated as of February, 4, 2025, as amended, or that certain Securities Purchase Agreement with the Company, dated as of November 12, 2025, as amended (together, the “SPAs”), in connection with the Company’s proposed sale of its 51% interest (the “Company’s LR Kissimmee Interest”) in Horeb Kissimmee Realty LLC, a Florida limited liability company (“LR Kissimmee”), to the owner of the remaining 49% interest (the “Purchaser”). The Company intends to sell the Company’s LR Kissimmee Interest for cash consideration of $500,000 plus the payment to the Company of $61,200 (representing the Company’s pro rata share of its indirect interest through LR Kissimmee of a $120,000 outstanding loan previously made by LR Kissimmee to the Purchaser), in each case payable over a period of 12 months from the closing date of such sale. The final terms of the transaction are still being negotiated by the Company and the Purchaser and will be disclosed upon the entry into a definitive agreement for such sale. The sale will be subject to customary conditions, including receipt of the Investors’ waivers of the rights under the SPAs and related transaction documents. There can be no assurance that the Company will be able to successfully complete the sale on the terms described above, or at all.
The foregoing descriptions of the waiver agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the forms of such agreements, copies of which are filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
The information in this Item 7.01, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), 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 (the “Securities Act”), except as expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements, other than statements of historical facts, contained in this Current Report on Form 8-K, including statements regarding potential sale, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Without limiting the foregoing, in some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “exploring,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “would,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seek,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. No forward-looking statement is a guarantee of future results, performance or achievements, and one should avoid placing undue reliance on such statements. Forward-looking statements are based on our management’s current expectations, beliefs and assumptions and on information currently available to us. Such beliefs and assumptions may or may not prove to be correct. Additionally, such forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 15, 2025, as any such factors may be updated from time to time in our Quarterly Reports on Form 10-Q and our other filings with the SEC. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. You should read this Current Report on Form 8-K and the documents that we reference completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. All forward-looking statements speak only as of the date of this Current Report on Form 8-K, and except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements, whether as a result of any new information, future events, changed circumstances or otherwise.
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Item 9.01. FinancialStatements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Form of Waiver Agreement with the February 2025 Investor, dated as of January 19, 2026. |
| 99.2 | Form of Waiver Agreement with the November 2025 Investors, dated as of January 19, 2026. |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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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 20, 2026 | LA ROSA HOLDINGS CORP. | |
|---|---|---|
| By: | /s/ Joseph La Rosa | |
| Name: | Joseph La Rosa | |
| Title: | Chief Executive Officer |
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Exhibit 99.1
WAIVER
This waiver (“Waiver”) is entered into as of January 19, 2026, by and between La Rosa Holdings Corp., a Nevada corporation (the “Company”) and [*] (the “Holder”), with respect to the senior secured convertible note issued by the Company to the Holder on February 4, 2025, as amended (the “Note”), pursuant to the Securities Purchase Agreement, dated as of February 4, 2025, as amended, by and between the Company and the Holder (the “Securities Purchase Agreement”). Each of the Company and the Holder is a “Party” to this Waiver and the Company and Holder are, collectively, the “Parties” hereto. Capitalized terms used and not defined in this Waiver have the respective meanings ascribed to such terms in the Securities Purchase Agreement. The Parties hereto hereby agree as follows:
| 1. | With respect to the proposed sale by the Company of its 51% interest in its subsidiary Horeb<br>Kissimmee Realty LLC, a Florida limited liability company (“LR Kissimmee”), to the owner of the remaining 49% interest<br>(the “Purchaser”) for cash consideration to the Company of $500,000 plus the payment to the Company of $61,200 (representing<br>the Company’s pro rata share of its indirect interest through LR Kissimmee of a $120,000 outstanding loan previously made by LR<br>Kissimmee to the Purchaser), in each case payable over a period of 12 months beginning on the closing date thereof (such transaction,<br>the “LR Kissimmee Sale”), the Holder hereby irrevocably waives compliance with Section 10 (Asset Sale Optional Redemption)<br>of the and Sections 15 (Covenants) (f), (m) and (p) of the Note and Section 7 of the Security Agreement and any other rights of the Holder<br>related to such LR Kissimmee Sale under the Transaction Documents. The Parties further agree that such LR Kissimmee Sale shall not be<br>considered an Event of Default pursuant to the terms of the Note, the Security Agreement or any other Transaction Documents, and the Holder<br>hereby waives any rights, including the rights to all default penalties, default interest, and acceleration of any amounts owed under<br>the Initial Note or other Transaction Documents as a result of the approval and completion of such LR Kissimmee Sale. This Waiver shall<br>be effective only in relation to the LR Kissimmee Sale and shall neither extend to any other purchase or investment transactions or any<br>violations under, or default of, the Transaction Documents, nor shall this Waiver prejudice any rights or remedies of the Holder under<br>the Transaction Documents with respect to matters not specifically addressed herein, including without limitation, any rights or remedies<br>related to the indemnification obligations of the Company under such Transaction Documents. |
|---|---|
| 2. | On or before 9:30 a.m., New York time, on the first (1^st^) Business Day after the<br>date of this Waiver, the Company shall file a Current Report on Form 8-K disclosing the material terms of this Waiver and shall attach<br>the Waiver to such Current Report on Form 8-K. |
| --- | --- |
| 3. | Except as set forth above, all of the terms, conditions and provisions of the Transaction Documents<br>shall be and remain in full force and effect and the Transaction Documents are hereby ratified and confirmed by the Parties and remain<br>in full force and effect in accordance with the terms thereof. Capitalized terms used but not defined herein shall have the meanings given<br>to them in the Note. This Waiver shall be effective as of the date first above written. |
| --- | --- |
| 4. | This Waiver shall be construed under the laws of the State of New York, without regard to principles<br>of conflicts of law or choice of law that would permit or require the application of the laws of another jurisdiction. The Company and<br>the Holder each hereby agrees that all actions or proceedings arising directly or indirectly from or in connection with this Waiver shall<br>be litigated only in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York<br>located in New York County, New York. The Company and the Holder each consents to the exclusive jurisdiction and venue of the foregoing<br>courts and consents that any process or notice of motion or other application to either of said courts or a judge thereof may be served<br>inside or outside the State of New York or the Southern District of New York by generally recognized overnight courier or certified or<br>registered mail, return receipt requested, directed to such party at its or his address set forth below (and service so made shall be<br>deemed “personal service”) or by personal service or in such other manner as may be permissible under the rules of said courts.<br>THE COMPANY AND THE HOLDER EACH HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS WAIVER. |
| --- | --- |
[SIGNATURE PAGE FOLLOWS]
**IN WITNESSWHEREOF,**the Parties hereto have caused this Waiver to be executed on the date first written above.
COMPANY:
LA ROSA HOLDINGS CORP.
| By: | |
|---|---|
| Name: JOSEPH LA ROSA | |
| Title: CHIEF EXECUTIVE OFFICER |
[*]
| By: | |
|---|---|
| Name: | |
| Title: |
Exhibit 99.2
WAIVER
This waiver (“Waiver”) is entered into as of January 19, 2026, by and among La Rosa Holdings Corp., a Nevada corporation (the “Company”), and [*] and [*] (the “Buyers”), in connection with the Securities Purchase Agreement, dated as of November 12, 2025, by and among the Company and Buyers (the “SPA”). Each of the Company and each Buyer is a “Party” to this Waiver and the Company and Buyers are, collectively, the “Parties” hereto. Capitalized terms used and not defined in this Waiver have the respective meanings ascribed to such terms in the SPA. The Parties hereto hereby agree as follows:
| 1. | With<br> respect to the proposed sale by the Company of its 51% interest in its subsidiary Horeb Kissimmee<br> Realty LLC, a Florida limited liability company (“LR Kissimmee”), to the<br> owner of the remaining 49% interest in LR Kissimmee for cash consideration to the Company<br> of $500,000 plus the payment to the Company of $61,200 (representing the Company’s<br> pro rata share of its indirect interest through LR Kissimmee of a $120,000 outstanding loan<br> previously made by LR Kissimmee to such other owner) in each case payable over a period of<br> 12 months beginning on the closing date thereof, each Buyer hereby irrevocably waives compliance<br> with Section 10 (Asset Sale Optional Redemption) of the Notes, Sections 15 (Covenants)<br> (e), (f), (m) and (p) of the Notes, Section 6 and 7 of the Security Agreement and any other<br> rights of the Buyers related to such sale of such interests in LR Kissimmee under the Transaction<br> Documents. The Parties further agree that such sale of such interests in LR Kissimmee shall<br> not be considered an Event of Default pursuant to the terms of the Notes, the Security Agreement<br> or any other Transaction Documents, and the Buyers hereby waive any rights, including the<br> rights to all default penalties, default interest, and acceleration of any amounts owed under<br> the Initial Note or other Transaction Documents as a result of the approval and completion<br> of such sale of such interest in LR Kissimmee by the Company. This<br> Waiver shall be effective only in relation to the proposed transaction involving LR Kissimmee<br> and shall neither extend to any other purchase or investment transactions or any violations<br> under, or default of, the Transaction Documents, nor shall this Waiver prejudice any rights<br> or remedies of the Buyers under the Transaction Documents with respect to matters not specifically<br> addressed herein, including without limitation, any rights or remedies related to the indemnification<br> obligations of the Company under such Transaction Documents. |
|---|---|
| 2. | On or before 9:30 a.m., New York time, on the first (1st) Business Day after the date of this Waiver, the Company shall file a Current<br>Report on Form 8-K disclosing the material terms of this Waiver and shall attach the Waiver to such Current Report on Form 8-K. |
| --- | --- |
| 3. | Except as set forth above, all of the terms, conditions and provisions of the Transaction Documents<br>shall be and remain in full force and effect and the Transaction Documents are hereby ratified and confirmed yet again by the Parties<br>and remain in full force and effect in accordance with the terms thereof. Capitalized terms used but not defined herein shall have the<br>meanings given to them in the Note. This Waiver shall be effective as of the date first above written. |
| --- | --- |
| 4. | This Waiver shall be construed under the laws of the State of New York, without regard to principles<br>of conflicts of law or choice of law that would permit or require the application of the laws of another jurisdiction. The Company and<br>the Buyers each hereby agrees that all actions or proceedings arising directly or indirectly from or in connection with this Waiver shall<br>be litigated only in the Supreme Court of the State of New York or the United States District Court for the Southern District of New York<br>located in New York County, New York. The Company and the Buyers each consents to the exclusive jurisdiction and venue of the foregoing<br>courts and consents that any process or notice of motion or other application to either of said courts or a judge thereof may be served<br>inside or outside the State of New York or the Southern District of New York by generally recognized overnight courier or certified or<br>registered mail, return receipt requested, directed to such party at its or his address set forth below (and service so made shall be<br>deemed “personal service”) or by personal service or in such other manner as may be permissible under the rules of said courts.<br>THE COMPANY AND THE BUYERS EACH HEREBY WAIVES ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS WAIVER. |
| --- | --- |
[SIGNATURE PAGE FOLLOWS]
**IN WITNESSWHEREOF,**the Parties hereto have caused this Waiver to be executed on the date first written above.
COMPANY:
LA ROSA HOLDINGS CORP.
| By: | ||
|---|---|---|
| Name: | JOSEPH LA ROSA | |
| Title: | CHIEF EXECUTIVE OFFICER |
[*]
| By: | |
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| Name: | |
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[*]
| By: | |
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