Form 8-K/A

8-K/A — La Rosa Holdings Corp.

Accession: 0001213900-26-065319

Filed: 2026-06-04

Period: 2026-02-04

CIK: 0001879403

SIC: 6531 (REAL ESTATE AGENTS & MANAGERS (FOR OTHERS))

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0292363-8ka2425_larosa.htm (Primary)

EX-99.1 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF THE COMPANY (ea029236301ex99-1.htm)

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8-K/A — AMENDMENT NO. 2 TO FORM 8-K

8-K/A (Primary)

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0001879403

2026-02-04

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

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. On April 27, 2026, the Company filed Amendment

No. 1 on Form 8-K/A (Amendment No. 1”) 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. This Amendment No. 2 on Form

8-K/A (“Amendment No. 2”) is being filed solely to amend Item 9.01(b) of the Amendment No. 1 and amend and replace the Exhibit

99.1 filed with Amendment No. 1 (the “Exhibit”). The Exhibit is being replaced with a corrected version filed as Exhibit

99.1 to this Amendment No. 2 to present the pro forma information in manner required by Rule 11-02(b) of Regulation S-X. No significant

changes have been made to the pro forma amounts. Except for the filing of such Exhibit and amending Item 9.01(b) of the Amendment No. 1, this Amendment No. 2 does not

otherwise modify or update the Original Report and Amendment No. 1. The information previously reported in or filed with the Original

Report and Amendment No. 1 is hereby incorporated by reference into this Amendment No. 2.

Item 9.01. Financial

Statements and Exhibits.

(b) Pro Forma Financial

Information.

The following unaudited pro forma 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 consolidated balance sheet as of September

30, 2025;

● Unaudited Pro Forma consolidated 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: June 4, 2026

LA ROSA HOLDINGS CORP.

By:

/s/ Joseph La Rosa

Name:

Joseph La Rosa

Title:

Chief Executive Officer

EX-99.1 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF THE COMPANY

EX-99.1

Filename: ea029236301ex99-1.htm · Sequence: 2

Exhibit 99.1

La Rosa Holdings Corp. and Subsidiaries

Notes to the Unaudited Pro Forma Consolidated

Financial Information

On February 4, 2026, La Rosa Holdings Corp. (the

“Company”) completed the sale of its Membership Interest in Horeb Kissimmee Realty LLC, a Florida limited liability company

(“LR Kissimmee”), as defined and further described in Note 1 - Description of the Disposition. The unaudited pro forma consolidated

financial information is intended to illustrate the pro forma effects of the disposition of LR Kissimmee and other transaction accounting

adjustments and was prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information.

The unaudited pro forma consolidated financial

information has been derived from the Company’s historical audited and unaudited consolidated financial statements and reflects

certain assumptions and transaction accounting adjustments that management believes are reasonable under the circumstances and based on

the information available, as further described in Note 3 - Adjustments to the Unaudited Pro Forma Consolidated Financial Information.

The unaudited pro forma consolidated statements

of operations for the nine months ended September 30, 2025 and the year ended December 31, 2024, reflect the disposition of LR Kissimmee

as if it had closed on January 1, 2024 (refer to Note 2 – Basis of Presentation, for further discussion).

The unaudited pro forma consolidated financial

information should be read in conjunction with:

● The

accompanying notes to the unaudited pro forma consolidated financial information;

● The

Company’s historical audited consolidated financial statements and accompanying notes

for the year ended December 31, 2024, which were prepared in accordance with generally accepted

accounting principles in the United States of America (“U.S. GAAP”), included

in the Company’s annual report on Form 10-K; and

● The

Company’s historical unaudited condensed consolidated financial statements and accompanying

notes for the nine months ended September 30, 2025, which were prepared in accordance with

U.S. GAAP, included in the Company’s quarterly report on Form 10-Q

● The

unaudited pro forma consolidated financial information is provided for illustrative and informational

purposes only and is not intended to represent or be indicative of what the Company’s

results of operations would have been had the Company operated historically as an independent

organization separate from LR Kissimmee, or if the disposition had occurred on the date indicated.

Additionally, the unaudited pro forma consolidated financial information should not be considered

representative of the Company’s future consolidated results of operations.

La Rosa Holdings Corp. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated Balance

Sheet

As of September 30, 2025

Transaction

Accounting

Adjustments

As Reported

Removal of

LR Kissimmee

Membership Interest (a)

Notes

Pro Forma

Assets

Current assets:

Cash

$ 3,992,896

$ (586,542 )

$ 3,406,354

Restricted cash

2,396,268

46,199

2,442,467

Accounts receivable, net of allowance for credit losses

799,385

(61,257 )

(d)

738,128

Other current assets

34,669

—

34,669

Total current assets

7,223,218

(601,600 )

6,621,618

Noncurrent assets:

Restricted cash, net of current

46,199

(46,199 )

Property and equipment, net

6,879

(2,322 )

4,557

Right-of-use asset, net

1,104,403

(5,369 )

1,099,034

Intangible assets, net

5,256,913

(1,274,674 )

3,982,239

Goodwill

8,012,331

(2,217,170 )

5,795,161

Other long-term assets

40,250

—

40,250

Total noncurrent assets

14,466,975

(3,545,734 )

10,921,241

Total assets

$ 21,690,193

$ (4,147,334 )

$ 17,542,859

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$ 2,006,747

$ (396,736 )

(c)

$ 1,610,011

Accrued expenses

780,665

(1,158 )

779,507

Contract liabilities

72,485

(20,212 )

52,273

Security deposits and escrow payable

2,396,268

46,199

2,442,467

Accrued acquisition cash consideration

60,000

—

60,000

Notes payable, current

148,757

—

148,757

Lease liability, current

514,731

(3,922 )

510,809

Total current liabilities

5,979,653

(375,829 )

5,603,824

Noncurrent liabilities:

Note payable, net of current

9,321,562

(150,000 )

(d)

9,171,562

Security deposits and escrow payable, net of current

46,199

(46,199 )

Lease liability, noncurrent

625,637

(7,640 )

617,997

Other liabilities

2,950

—

2,950

Total non-current liabilities

9,996,348

(203,839 )

9,792,509

Total liabilities

15,976,001

(579,668 )

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, 2024, respectively

—

Preferred stock - $0.0001 par value; 50,000,000 shares authorized; 6,000 and 0 Series B shares issued and outstanding at September 30, 2025 and December 31, 2024

—

Common stock - $0.0001 par value; 2,050,000,000 shares authorized; 12,247 and 2,731 issued and outstanding at June 30, 2025 and December 31, 2025, respectively

—

Additional paid-in capital

50,942,905

—

50,942,905

Accumulated deficit

(49,385,392 )

(1,642,163 )

(51,027,555 )

Total stockholders’ equity – La Rosa Holdings Corp. shareholders

1,557,514

(1,642,163 )

(84,649 )

Noncontrolling interest in subsidiaries

4,156,678

(1,925,503 )

2,231,175

Total stockholders’ equity

5,714,192

(3,567,666 )

2,146,526

Total liabilities and stockholders’ equity

$ 21,690,193

$ (4,147,334 )

$ 17,542,859

La Rosa Holdings Corp. and Subsidiaries

Unaudited Pro Forma Condensed Consolidated

Statements of Operations

For the Year Nine Months September 30, 2025

Transaction Accounting Adjustments

As Reported

Nine Months

Ended

September 30,

2025

Removal of

LR Kissimmee

Membership

Interest (a)

Notes

Pro Forma

Nine Months

Ended

September 30,

2025

Revenue

$ 52,076,658

$ (9,199,092 )

(b)

$ 42,877,566

Cost of revenue

46,978,581

(8,367,157 )

38,611,424

Gross profit

5,098,077

(831,935 )

4,266,142

Operating expenses:

Sales and marketing

1,326,859

(45,060 )

1,281,799

General and administrative

11,146,500

(773,721 )

(b)

10,372,779

Stock-based compensation — general and administrative

4,744,012

4,744,015

Total operating expenses

17,217,371

(818,778 )

16,398,593

Loss from operations

(12,119,294 )

(13,157 )

(12,132,451 )

Other income (expense):

Interest expense, net

(361,381 )

4,747

(c)

(356,634 )

Gain (loss) on extinguishment of debt

3,961,075

—

3,961,075

Amortization of debt discount

(63,160 )

—

(63,160 )

Change in fair value of derivative liability

899,874

—

899,874

(Loss) gain on issuance of senior secured convertible note and warrants

(128,836,250 )

—

(128,836,250 )

Change on fair value of convertible note and warrants

31,168,496

—

31,168,496

Gain on settlement of incremental warrants

82,299,000

—

82,299,000

Other income, net

271,281

—

271,281

Loss before provision for income taxes

(22,780,359 )

(8,410 )

(22,788,769 )

Benefit from income taxes

—

Net loss

(22,780,359 )

(8,410 )

(22,788,769 )

Less: Net income (loss) attributable to noncontrolling interests in subsidiaries

49,714

(63,357 )

(13,643 )

Net loss after noncontrolling interest in subsidiaries

(22,830,073 )

54,947

(22,775,126 )

Less: Deemed dividend

275,264

—

275,264

Net loss attributable to common stockholders

$ (23,105,337 )

$ 54,947

$ (23,050,390 )

Loss per share of common stock attributable to common stockholders

Basic and diluted

$ (3,264.12 )

$ (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

La Rosa Holdings Corp. and Subsidiaries

Unaudited Pro Forma Consolidated Statements

of Operations

For the Year Ended December 31, 2024

Transaction

Accounting

Adjustments

As Reported

Year Ended

December 31,

2024

Removal of

LR Kissimmee

Membership

Interest (a)

Notes

Pro Forma

Year Ended

December 31,

2024

Revenue

$ 58,682,139

$ (11,532,108 )

(b)

$ 47,150,031

Cost of revenue

52,728,860

(10,726,283 )

42,002,577

Gross profit

5,953,279

(805,825 )

5,147,454

Operating expenses:

Sales and marketing

1,007,077

(64,513 )

942,564

General and administrative

10,625,551

(908,230 )

(b)

9,717,321

Stock-based compensation — general and administrative

4,730,355

—

4,730,355

Impairment of goodwill

787,438

—

787,438

Total operating expenses

17,150,421

(972,743 )

16,177,678

Loss from operations

(11,197,142 )

166,918

(11,030,224 )

Other income (expense)

Interest expense, net

(403,397 )

5,320

(c)

(398,077 )

Loss on extinguishment of debt

(777,558 )

—

(777,558 )

Amortization of debt discount

(649,138 )

—

(649,138 )

Change in fair value of derivative liability

(1,338,506 )

—

(1,338,506 )

Other income, net

15,745

—

15,745

Loss before provision for income taxes

(14,349,996 )

172,238

(14,177,758 )

Benefit from income taxes

—

Net loss

(14,349,996 )

172,238

(14,177,758 )

Less: Net income (loss) attributable to noncontrolling interests in subsidiaries

97,567

(43,535 )

54,032

Net loss after noncontrolling interest in subsidiaries

(14,447,563 )

215,773

(14,231,790 )

Less: Deemed dividend

1,476,044

Net loss attributable to common stockholders

$ (15,923,607 )

$ 215,773

$ (15,707,834 )

Loss per share of common stock attributable to common stockholders

Basic and diluted

$ (6,299.41 )

$ (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

Note

1 — Description of the Disposition

February 4, 2026 (the “Effective Date”), La Rosa Holdings Corp. (the “Company”) entered into, and closed the

transaction (the “Transaction”) provided for under a Membership Interest Purchase Agreement (the “Sale Agreement”)

by and among the Company, the buying member (the “Buyer”) and Horeb Kissimmee Realty LLC, a Florida limited liability company

(“LR Kissimmee”), pursuant to which the Company sold the Company’s pre-Transaction 51% membership interest (the “Interest”)

in LR Kissimmee to Buyer, LR Kissimmee’s pre-Transaction 49% owner.

Note

2 – Basis of Presentation

The

historical audited and unaudited consolidated financial statements have been adjusted in the unaudited pro forma consolidated financial

information to reflect certain transaction accounting adjustments related to the disposition of LR Kissimmee as described above in Note

1 - Description of the Disposition.

The

unaudited pro forma consolidated financial information and accompanying notes have been prepared for informational purposes only, in

accordance with Article 11 of Regulation S-X. The unaudited pro forma consolidated statements of operations for the years ended September

30, 2025, and December 31, 2024, reflect the disposition of LR Kissimmee as if it had closed on January 1, 2025 (refer to Note 1 –

Basis of Presentation, for further discussion).

unaudited condensed consolidated balance sheet is provided in the pro forma consolidated financial information as of September 30, 2025.

Note

3 – Adjustments to the Unaudited Pro Forma Consolidated Financial Information

The

unaudited pro forma consolidated financial information has been prepared based upon certain pro forma adjustments to the historical consolidated

financial statements of the Company. Certain assumptions regarding the operations of the Company have been made in connection with the

preparation of the unaudited pro forma consolidated financial information. These adjustments and assumptions are as follows:

(a) Reflects

adjustments to remove LR Kissimmee membership interest.

(b) Reflects

all revenue, general and administrative expenses of LR Kissimmee, except for certain contractual

franchise agreements that will remain.

certain debts from the Small Business Administration to be acquired by the buyer and reduce

overall interest expenses.

(d) Reflects

adjustments removing accounts receivable and accounts payable as these are transferred with

the membership interest.

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