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): September 18, 2025

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 1.01. Entry into a Material Definitive Agreement.

Amended and Restated Equity Purchase Facility Agreement

As previously disclosed in the Current Report on Form 8-K filed by La Rosa Holdings Corp., a Nevada corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on August 4, 2025, on August 4, 2025, the Company and an institutional investor (the “Investor”) entered into an Equity Purchase Facility Agreement (the “EPFA”), pursuant to which, upon the terms and subject to the conditions contained therein, the Company has the right to issue and sell to the Investor from time to time as provided therein, and the Investor is required to purchase from the Company, up to an aggregate of $150 million (the “Commitment Amount”) in newly issued shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”).

On August 18, 2025 (“Agreement Date”), the Company and the Investor entered into an Amended and Restated Equity Purchase Facility Agreement (“Amended EPFA”), pursuant to which the parties agreed to increase the Commitment Amount from $150 million to $1.0 billion Common Shares. The Amended EPFA amends and restates the EPFA in its entirety. Except for the increase of the Commitment Amount, all material terms and conditions of the Amended EPFA are substantially the same as those provided in the EPFA.

Pursuant to the Amended EPFA, the Company is required to provide each stockholder entitled to vote at a meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than sixty (60) days after the Agreement Date (the “Stockholder Meeting Deadline”), a proxy statement in a form reasonably acceptable to the Investor and counsel, at the expense of the Company to solicit each of the Company’s stockholders’ affirmative vote at the Stockholder Meeting for approval of the proposal (“Stockholder Proposal”) to authorize the issuance of all of the Common Shares issuable thereunder (in excess of the Commitment Amount that was previously approved by the stockholders of the Company) in compliance with the rules and regulations of the Nasdaq Capital Market (such affirmative approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company is required to use its reasonable best efforts to solicit its stockholders’ approval of such proposal and to cause the board of directors of the Company to recommend to the stockholders that they approve such proposal.

Notwithstanding the foregoing, if the Company is able to obtain the written consent of holders of a majority of the shares of its issued and outstanding Common Shares to obtain Stockholder Approval (the “Stockholder Consent”), the Company may satisfy the foregoing obligations under the Amended EPFA by obtaining such consent and submitting for filing with the SEC a Preliminary Information Statement on Schedule 14C no later than 20 days prior to the Stockholder Meeting Deadline, followed by a Definitive Information Statement on Schedule 14C no later than the timeline for such filing prescribed by the Securities Exchange Act of 1934, as amended; provided, however, that if the Company receives a notification from the Nasdaq Capital Market that the Stockholder Consent must be modified, then the Company shall use its best efforts to provide a new Stockholder Consent.

A.G.P./Alliance Global Partners is acting as a financial advisor and Curvature Securities, LLC is acting as placement agent to the Company in connection with the Amended EPFA, for which the Company has agreed to pay a cash compensation equal to 1.4985% and 0.1665%, respectively, of the proceeds of the Company received pursuant to the Amended EPFA at the time of the placement of the Advance Shares issued thereunder. 

The above description of the Amended EPFA does not purport to be complete and is qualified in its entirety by reference to the document filed as Exhibit 10.1 hereto and are hereby incorporated by reference. 

Amended and Restated Registration Rights Agreement

In connection with the Amended EPFA, on the Agreement Date, the Company also entered into an amended and restated registration rights agreement with the Investor with respect to the resale of the shares of Common Shares issuable under the Amended EPFA (the “Registration Rights Agreement”). The Registration Rights Agreement amends and restates the registration rights agreement entered into by the Company and the Investor on August 4, 2025, pursuant to the EPFA. The Registration Rights Agreement requires a registration statement registering the resale of the additional Common Shares to be issued and sold pursuant to the Amended EPFA (the “Resale Registration Statement”) to be filed within 60 days of the Agreement Date and that to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), by the earlier of the (i) 90th calendar day after the Agreement Date, if such Resale Registration Statement is subject to a full review by the SEC, or (ii) the fifth business date following the date when the SEC notifies the Company that the Resale Registration Statement will not be reviewed or is no longer subject to further review and comments of the SEC. 

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

Information regarding unregistered sales of securities set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The Common Shares that may be issued under the Amended EPFA are being offered and sold by the Company in a transaction that is exempt from the registration requirements of the Securities Act, in reliance on Section 4(a)(2) of the Securities Act and the rules promulgated thereunder.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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.