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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): February 20, 2025

 

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. ☐

 

 

 

 

 

 

Item 3.02. Unregistered Sales of Equity Securities.

 

On February 20, 2025, La Rosa Holdings Corp., Nevada corporation (the “Company”), issued an aggregate of 1,723,530 unregistered shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), to a consultant and its designees as a partial compensation for the services rendered pursuant to the terms of the services agreement between the consultant and the Company. The Company expects to issue to the consultant 26,470 shares of Common Stock as a remaining portion of the compensation for the services rendered at a later date.

 

On February 20, 2025, the Company issued 300,000 unregistered shares of Common Stock to a consultant as compensation for the services rendered pursuant to the terms of the consulting agreement between the consultant and the Company.

 

On February 24, 2025, the Company issued 200,000 unregistered shares of Common Stock to a consultant as compensation for the services previously rendered to the Company pursuant to the terms of the consulting agreement between the consultant and the Company.

 

The Company issued the shares to the consultants in reliance on exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), available to the Company under Section 4(a)(2) of the Securities Act due to the fact that the issuance did not involve a public offering of securities.

 

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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: February 26, 2025 LA ROSA HOLDINGS CORP.  
     
  By:  /s/ Joseph La Rosa  
  Name:  Joseph La Rosa  
  Title:  Chief Executive Officer  

 

 

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Cover
Feb. 20, 2025
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 20, 2025
Entity File Number 001-41588
Entity Registrant Name La Rosa Holdings Corp.
Entity Central Index Key 0001879403
Entity Tax Identification Number 87-1641189
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 1420 Celebration Blvd
Entity Address, Address Line Two 2nd Floor
Entity Address, City or Town Celebration
Entity Address, State or Province FL
Entity Address, Postal Zip Code 34747
City Area Code 321
Local Phone Number 250-1799
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.0001 par value
Trading Symbol LRHC
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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