UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 4, 2026

La Rosa Holdings Corp.

(Exact name of registrant as specified in its charter)

Nevada		001-41588		87-1641189
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1420 Celebration Blvd., 2nd Floor 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)

☐	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. ☐

Explanatory Note

On February 10, 2026, La Rosa Holdings Corp. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to report, among other things, the closing of the disposition of all of its membership interests in Horeb Kissimmee Realty LLC. The Company is filing this Amendment No. 1 on Form 8-K/A (the “Amendment”) to amend and restate Item 9.01(b) of the Original Report in order to remove a statement of reliance on the provisions of Item 9.01(a)(3), which was included in the Original Report by error, and to present pro forma financial information required by Item 9.01(b) of Form 8-K, which was erroneously omitted from the Original Report. Except for the filing of such pro forma financial information and amending Item 9.01(b) of the Original Report, this Amendment does not otherwise modify or update the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference into this Amendment.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The following unaudited pro forma condensed combined financial information of the Company attached hereto as Exhibit 99.1 and incorporated herein by reference into this Item 9.01(b).

●

Unaudited pro forma condensed balance sheet as of December 31, 2024;

●

Unaudited pro forma condensed balance sheet as of September 30, 2025;

●

Unaudited pro forma condensed statement of operations for the year ended December 31, 2024; and

●

Unaudited pro forma condensed statement of operations for the nine months ended September 30, 2025.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.		Description
99.1		Unaudited pro forma condensed combined financial information of the Company
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

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: April 27, 2026	LA ROSA HOLDINGS CORP.

	By:	/s/ Joseph La Rosa
	Name:	Joseph La Rosa
	Title:	Chief Executive Officer

Exhibit 99.1

La Rosa Holdings Corp. and Subsidiaries

Condensed Consolidated Balance Sheets

	September 30, 2025
	(unaudited)
Assets
Current assets:
Cash	$	3,406,354
Restricted cash		2,396,268
Accounts receivable, net of allowance for credit losses of $150,336 and $166,504, respectively		738,128
Other current assets		34,669
Total current assets		6,575,419

Noncurrent assets:
Restricted cash, net of current		46,199
Property and equipment, net		4,557
Right-of-use asset, net		1,099,034
Intangible assets, net		3,982,239
Goodwill		5,795,161
Other long-term assets		40,250
Total noncurrent assets		10,967,440
Total assets	$	17,542,859
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,610,011
Accrued expenses		779,507
Contract liabilities		52,273
Security deposits and escrow payable		2,396,268
Line of credit		—
Derivative liability		—
Advances on future receipts		—
Accrued acquisition cash consideration		60,000
Notes payable, current		148,757
Lease liability, current		510,809
Total current liabilities		5,557,625

Noncurrent liabilities:
Note payable, net of current		9,171,562
Security deposits and escrow payable, net of current		46,199
Lease liability, noncurrent		617,997
Other liabilities		2,950
Total non-current liabilities		9,838,708
Total liabilities		15,396,333

Commitments and contingencies (Note 6)

Stockholders’ equity:
Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 2,000 Series X shares issued and outstanding at September 30, 2025 and December 31, 2025, respectively		—
Preferred stock - $0.0001 par value; 6,000 shares authorized; 6,000 and 0 Series B shares issued and outstanding at September 30, 2025 and December 31, 2024		1
Common stock - $0.0001 par value; 2,050,000,000 shares authorized; 1,224,683 and 273,122 issued and outstanding at June 30, 2025 and December 31, 2025, respectively		122

Additional paid-in capital		47,025,453
Accumulated deficit		(47,110,225	)
Total stockholders’ equity – La Rosa Holdings Corp. shareholders		(84,649	)
Noncontrolling interest in subsidiaries		2,231,175
Total stockholders’ equity		2,146,526
Total liabilities and stockholders’ equity	$	17,542,859

See notes to the consolidated financial statements.

La Rosa Holdings Corp. and Subsidiaries

Condensed Consolidated Statements of Operations

(unaudited)

	Nine Months Ended September 30,
	2025
Revenue	$	42,870,641

Cost of revenue		38,604,499

Gross profit		4,266,142

Operating expenses:
Sales and marketing		1,281,799
General and administrative		10,372,779
Stock-based compensation — general and administrative		4,744,015
Total operating expenses		16,398,593
Loss from operations		(12,132,451	)
Other income (expense):
Interest expense, net		(356,634	)
Gain (loss) on extinguishment of debt		3,961,075
Amortization of debt discount		(63,160	)
Change in fair value of derivative liability		899,874
(Loss) gain on issuance of senior secured convertible note and warrants		(128,836,250	)
Change on fair value of convertible note and warrants		31,168,496
Gain on settlement of incremental warrants		82,299,000
Other income, net		271,281
Loss before provision for income taxes		(22,788,769	)
Benefit from income taxes		—
Net loss		(22,788,769	)
Less: Net income (loss) attributable to noncontrolling interests in subsidiaries		(13,643	)
Net loss after noncontrolling interest in subsidiaries		(22,775,126	)
Less: Deemed dividend		275,264
Net loss attributable to common stockholders	$	(23,050,390	)

Loss per share of common stock attributable to common stockholders
Basic and diluted	$	(3,256.35	)

Weighted average shares used in computing net loss per share of common stock attributable to common stockholders
Basic and diluted		7,079

See notes to the consolidated financial statements.

La Rosa Holdings Corp. and Subsidiaries

Condensed Consolidated Balance Sheets

	December 31, 2024
	(audited)
Assets
Current assets:
Cash	$	1,279,845
Restricted cash		2,137,707
Accounts receivable, net of allowance for credit losses of $166,504 and $83,456, respectively		874,083
Other current assets		1,788
Total current assets		4,293,423

Noncurrent assets:
Property and equipment, net		5,839
Right-of-use asset, net		990,926
Intangible assets, net		4,444,518
Goodwill		5,795,161
Other long-term assets		33,832
Total noncurrent assets		11,270,276
Total assets	$	15,563,699
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	2,287,977
Accrued expenses		709,687
Contract liabilities		4,781
Line of credit		148,976
Derivative liability		1,607,544
Advances on future receipts		618,681
Accrued acquisition cash consideration		381,404
Notes payable, current		2,187,673
Lease liability, current		469,934
Total current liabilities		8,416,657

Noncurrent liabilities:
Note payable, net of current		1,325,064
Security deposits and escrow payable		2,137,707
Lease liability, noncurrent		535,161
Other liabilities		32,950
Total non-current liabilities		4,030,882
Total liabilities		12,447,539

Commitments and contingencies (Note 13)

Stockholders’ equity:
Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 2,000 Series X shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively		—
Common stock - $0.0001 par value; 250,000,000 shares authorized; 21,847,514 and 13,406,480 issued and outstanding at December 31, 2024 and December 31, 2023, respectively		2,185
Additional paid-in capital		25,204,258
Accumulated deficit		(24,291,565	)
Total stockholders’ equity – La Rosa Holdings Corp. shareholders		914,878
Noncontrolling interest in subsidiaries		2,201,282
Total stockholders’ equity		3,116,160
Total liabilities and stockholders’ equity	$	15,563,699

See notes to the consolidated financial statements.

La Rosa Holdings Corp. and Subsidiaries

Condensed Consolidated Statements of Operations

(audited)

	For the Years Ended December 31,
	2024
Revenue	$	47,150,031

Cost of revenue		42,002,577

Gross profit		5,147,454

Operating expenses:
Sales and marketing		942,564
General and administrative		9,717,321
Stock-based compensation — general and administrative		4,730,355
Impairment of goodwill		787,438
Total operating expenses		16,177,678

Loss from operations		(11,030,224	)
Other income (expense)
Interest expense, net		(398,077	)
Loss on extinguishment of debt		(777,558	)
Amortization of debt discount		(649,138	)
Change in fair value of derivative liability		(1,338,506	)
Other income, net		15,745
Loss before provision for income taxes		(14,177,758	)
Benefit from income taxes		—
Net loss		(14,177,758	)
Less: Net income (loss) attributable to noncontrolling interests in subsidiaries		54,032
Net loss after noncontrolling interest in subsidiaries		(14,231,790	)
Less: Deemed dividend		1,476,044
Net loss attributable to common stockholders	$	(15,707,834	)

Loss per share of common stock attributable to common stockholders
Basic and diluted	$	(6,214.05	)

Weighted average shares used in computing net loss per share of common stock attributable to common stockholders
Basic and diluted		2,528

See notes to the consolidated financial statements.