La Rosa Holdings Corp. Files 8-K/A Amendment

TL;DR

La Rosa Holdings Corp. filed an 8-K/A amendment on 11/24/25, updating key corporate events and financial disclosures.

AI Summary

La Rosa Holdings Corp. filed an amendment (8-K/A) on November 24, 2025, to a previous Form 8-K dated November 10, 2025. This amendment addresses several items, including the entry into a material definitive agreement, creation of a direct financial obligation, unregistered sales of equity securities, material modifications to security holder rights, officer/director changes, amendments to articles of incorporation, Regulation FD disclosure, and financial statements/exhibits.

Why It Matters

This amendment provides updated or corrected information regarding significant corporate events, which is crucial for investors to understand the company's current financial and operational status.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings often indicate a need for correction or additional disclosure, which can signal underlying issues or complexities in the company's operations or agreements.

Key Numbers

• 20251124 — Filing Date (Date the 8-K/A amendment was filed with the SEC.)
• 20251110 — Original Report Date (Date of the original Form 8-K that this filing amends.)
• 20251121 — Date of Change (Indicates the effective date of changes reported in the amendment.)

Key Players & Entities

• La Rosa Holdings Corp. (company) — Filer of the 8-K/A amendment
• 0001879403 (company) — Central Index Key for La Rosa Holdings Corp.
• NV (company) — State of incorporation for La Rosa Holdings Corp.
• FL (company) — State of business address for La Rosa Holdings Corp.

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value LRHC The Nasdaq Stock Mar
• $250,000,000 — gate original principal amount of up to $250,000,000 (the " Notes "), subject to the satisfa
• $11,000,000 — ote in an aggregate principal amount of $11,000,000 at the initial closing (the " Initial C
• $5,000,000 — ach Additional Closing shall not exceed $5,000,000 individually, and not more than $239,00
• $239,000,000 — 000,000 individually, and not more than $239,000,000 in the aggregate for all Additional Clo
• $900 — he purchase price for each Note will be $900 for each $1,000 of principal amount of
• $1,000 — ice for each Note will be $900 for each $1,000 of principal amount of Note. The Notes
• $0.79 — f the date of the Purchase Agreement is $0.79. The Notes will bear interest at a rate
• $7,000,000 — ollows: (A) at the Initial Closing, (i) $7,000,000 of net proceeds to acquire Note Purchas
• $2,000,000 — t for the Company's balance sheet, (ii) $2,000,000 of the net proceeds to redeem a portion
• $500,000 — uant to the Redemption Agreement, (iii) $500,000 of the net proceeds will be kept in a c
• $400,000 — ) any remaining proceeds, not to exceed $400,000, from the Initial Closing for general c
• $5,000 — greed to pay Mr. Adler a monthly fee of $5,000 for his services. The Company intends t

Filing Documents

• ea0266800-8ka1_larosa.htm (8-K/A) — 75KB
• 0001213900-25-113796.txt ( ) — 255KB
• lrhc-20251110.xsd (EX-101.SCH) — 3KB
• lrhc-20251110_lab.xml (EX-101.LAB) — 33KB
• lrhc-20251110_pre.xml (EX-101.PRE) — 22KB
• ea0266800-8ka1_larosa_htm.xml (XML) — 5KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement On November 12, 2025, La Rosa Holdings Corp., a Nevada corporation (the " Company "), entered into a Securities Purchase Agreement (the " Purchase Agreement ") with certain institutional investors (the " Investors "), pursuant to which the Company agreed to issue and sell, and the Investors agreed to purchase, in multiple closings, a new series of senior secured convertible notes of the Company in an aggregate original principal amount of up to $250,000,000 (the " Notes "), subject to the satisfaction or waiver of certain closing conditions, including, inter alia , entering into the Redemption Agreement, and Amended Employment Agreement (as such terms are defined below), in each case between the Company and Mr. Joseph La Rosa, the Company's Chief Executive Officer, and the Company issuing to an Investor certain Token Rights (as defined and described below). The Company expects to issue an initial Note in an aggregate principal amount of $11,000,000 at the initial closing (the " Initial Closing ") upon the satisfaction or waiver of certain closing conditions. Subject to certain conditions described in the Purchase Agreement, the Company has the option to request that the Investor purchase additional Notes (the " Company's Option Closing "), and the Investor has the option to cause the Company to sell additional Notes (the " Investor's Option Closing " and together with the Company's Option Closing, (the " Additional Closings ") and together with the Initial Closing, each a " Closing "), provided that the aggregate original principal amount of any Notes issued in each Additional Closing shall not exceed $5,000,000 individually, and not more than $239,000,000 in the aggregate for all Additional Closings. The purchase price for each Note will be $900 for each $1,000 of principal amount of Note. The Notes will be convertible into shares (the " Conversion Shares ") of the Company's

03 Creation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuance of the Notes will constitute a direct financial obligation of the Company that is material to the Company. 4

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuance and sale of the Notes and the issuance of the shares of Common Stock pursuant to the terms of the Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be made in reliance on the private offering exemption provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. Each Investor represented to the Company that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act.

03. Material

Item 3.03. Material Modification to Rights of Security Holders. The disclosures set forth in Item 1.01 and 5.03 of this Current Report on Form 8-K are hereby incorporated by reference into this Item 3.03.

02 Departure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 12, 2025, following the approval of the Board, the Company and Mr. La Rosa, entered into an Amended and Restated Employment Agreement (the " Amended Employment Agreement "), which amends and restates that certain Amended and Restated Employment Agreement between the Company and Mr. La Rosa, dated April 29, 2022, as amended, in its entirety. Pursuant to the terms of the Amended Employment Agreement, the Company will pay Mr. La Rosa an annual base salary of $500,000, which will be reviewed at least annually by the Board and increased (but not decreased) upon such review. Mr. La Rosa will also be eligible to receive a bonus with respect to a calendar year on the terms and in the amount as may be approved by the Compensation Committee of the Board ("Compensation Committee") in its discretion. Mr. La Rosa is also entitled to receive fringe benefits, to participate in all employee benefit plans, practices, and programs maintained by the Company, as in effect from time to time, and to reimbursement for out-of-pocket business, entertainment, and travel expenses incurred in connection with his performance as executive of the Company. Any amounts payable under the Amended Employment Agreement are subject to any policy established by the Company providing for claw back or recovery of amounts that were paid to Mr. La Rosa. The Compensation Committee will make any determination for claw back or recovery in its sole discretion and in accordance with any applicable law or regulation. The Amended Employment Agreement is for an initial term ending December 31, 2027, which term will be automatically extended, upon the same terms and conditions, for successive periods of one (1) year. The Amended Employment Agreement may be terminated by Mr. La Rosa or the Company at any time and for any or no reason with at leas

03. Amendments

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On November 10, 2025, in connection with the entry into the Purchase Agreement, the Board approved (i) a Certificate of Amendment (the " Certificate of Amendment ") to the Articles of Incorporation to provide that the shares of the Series X Preferred Stock may be redeemed from time to time and at any time in whole or in part upon such terms and conditions as may be approved by the Board and agreed to by the holder(s) thereof, and (ii) an amendment to the Articles of Incorporation with respect to one or more reverse stock splits of the issued and outstanding shares of Common Stock, at a ratio of any whole number in the range of one-for-five (1:5) to one-for-one-hundred (1:100) (the " Reverse Stock Split ") to be effected by the Board at any time or times within one (1) year from the date of the stockholder's approval, with such timing and ratios to be determined in the discretion of the Board for all stockholders as of the date of the effectiveness of any such Reverse Stock Split, with the right to abandon any such Reverse Stock Split, if the Board, in its discretion, determines that any such Reverse Stock Split is no longer in the best interests of the Company or its stockholders (" Reverse Stock Split Amendment "). On November 12, 2025, the stockholders holding a majority of the voting power of the Company approved the Certificate of Amendment and the Reverse Stock Split Amendment. Such approval will be effective 20 days after the Company files a definitive information statement on Schedule 14C and commences mailing such definitive information statement to the Company's stockholders pursuant to Exchange Act. Once the stockholders' approval is effective, the Company will file the Certificate of Amendment with the Secretary of State of the State of Nevada and the amendment will be effective upon such filing . The disclosures set forth in Item 1.01 of this Current Report on Form

01 Regulation

Item 7.01 Regulation FD Disclosure. On November 13, 2025, the Company issued a press release with respect to the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, nor incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing. 6

01. Financial

Item 9.01. Financial (d) Exhibits. Exhibit No. Description 3.1# Form of Certificate of Amendment to Amended and Restated Articles of Incorporation of the Company (Series X Preferred Stock Redemption) (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2025). 3.2# Form of Certificate of Amendment to Amended and Restated Articles of Incorporation of the Company (Reverse Stock Split Amendment) (incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2025). 4.1# Form of Senior Secured Convertible Note (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2025). 10.1*^# Securities Purchase Agreement, dated as of November 12, 2025, by and among the Company and the Investors (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2025). 10.2*^# Registration Rights Agreement, dated as of November 12, 2025, by and among the Company and the Investors. (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2025). 10.3*^# Form of Security and Pledge Agreement by and between the Company and the Investors (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2025). 10.4*^# Form of Account Control Agreement by and between the Company and the Investors (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2025). 10.5*^# For

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its beh

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