8-K

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 (Dateof earliest event reported): September 19,2024

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:

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 5.02 Departureof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 19, 2024, on the approval of the Compensation Committee of the Board of Directors (the “Compensation Committee”) of La Rosa Holdings Corp., a Nevada corporation (the “Company”), entered into Amendment No. 3 (the “Amendment”) to that certain Amended and Restated Employment Agreement, dated April 29, 2022 (the “Employment Agreement”), between the Company and Joseph La Rosa, the Company’s Chief Executive Officer. ****

The Amendment amends Sections 4.2 of the Employment Agreement by adding a subsection (d), pursuant to which Mr. La Rosa may be eligible to receive not only an annual bonus, but also other bonuses throughout the calendar year in the amount and based on the terms approved by the Compensation Committee in its sole and exclusive discretion.

The foregoing summary does not purport to be complete and is qualified in its entirety by the Amendment, copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed herewith:

1

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.

2

Exhibit 10.1

AMENDMENT NO. 3 TO

EMPLOYMENT AGREEMENT

This Amendment No. 3 (“Amendment”) to the Amended and Restated Employment Agreement dated April 29, 2022, as amended on May 17, 2023 and December 7, 2023 (the “Agreement”), is made and entered into as of September 19, 2024, by and between La Rosa Holdings Corp., a Nevada corporation (the “Company”), and Joseph La Rosa, an individual (“Executive”). Each of the Company and Executive is herein referred to as “Party” and collectively, as the “Parties.”

RECITALS

WHEREAS, the Company and the Executive desire to amend the Agreement to revise certain terms, conditions and obligations of the Parties with respect to the Executive’s employment as the Chief Executive Officer and President of the Company.

NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend the Agreement as follows:

1. The heading of Section 4.2 of the Agreement is hereby deleted in its entirety, and in its place the following is inserted: “4.2 Bonus”.

2. Section 4.2 of the Agreement is hereby amended by adding a following subsection (d):

“(d) Notwithstanding the provisions of the second sentence of Section 4.2(a) of the Agreement, the Executive may be eligible to receive other bonuses throughout the calendar year in the amount and based on the terms approved by the Compensation Committee in its sole and exclusive discretion.”

3. Except as set forth above, all of the terms, conditions and provisions of the Agreement shall be and remain in full force and effect. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. This Amendment shall be effective on the date set forth above.

4. This Amendment may be executed in counterpart, which taken together shall constitute on fully executed Amendment.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed on the date first written above.