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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): December 11, 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 5.07 Submission of Matters to a Vote of Security Holders.

 

On December 11, 2025, La Rosa Holdings Corp., a Nevada corporation (the “Company”), held its virtual 2025 Annual Stockholders’ Meeting (the “Meeting”).

 

At the close of business on October 17, 2025, the Record Date, there were 1,225,046 shares of common stock and 2,000 shares of Series X Super Voting Preferred Stock of the Company outstanding. Holders of our common stock are entitled to one vote per share. The Series X Super Voting Preferred Stock was entitled to an aggregate of 20,000,000 votes. Pursuant to the Certificate of Designation of the Series X Super Voting Preferred Stock, the Series X Super Voting Preferred Stock votes on all matters as the common stock and has 10,000 votes per share. Joseph La Rosa, the Company’s Chief Executive Officer, President and Chairman of the Board of Directors of the Company (the “Board”), owns 100% of the outstanding shares of Series X Super Voting Preferred Stock.

 

At the Meeting, the combined holders of 604,824 shares of the voting stock entitled to notice of and to vote at the Meeting were represented in person or by proxy, representing approximately 49.29% of the outstanding voting shares, 20,602,824 votes, and approximately 97.06% of the total voting power. The presence of these shares, both common stock and Series X Super Voting Preferred Stock, constituted a quorum pursuant to the Nevada Revised Statutes and the bylaws of the Company, allowing for the transaction of business at the Meeting.

 

The final results for each of the matters considered at the Meeting were as follows:

 

1. Election of the five nominees to the Board:

 

Name  Votes For   Withheld   Broker
Non-Votes
 
Joseph La Rosa   20,382,366    1,735    218,723 
Michael La Rosa   20,381,940    2,161    218,723 
Lourdes Felix   20,379,667    4,434    218,723 
Siamack Alavi   20,382,225    1,876    218,723 
Ned L. Siegel   20,381,805    2,296    218,723 

 

Each director nominee was elected to serve as a director until the Company’s 2026 annual meeting of stockholders, or until such person’s successor is duly elected and qualified, or until such person’s earlier resignation, death, or removal. Due to the fact that directors are elected by a plurality of the votes cast, votes could only be cast in favor of or withheld from the nominees and thus votes against were not applicable.

 

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2. Ratification of Appointment of CBIZ CPAs P.C. as the independent auditors of the Company for the fiscal year ending December 31, 2025:

 

Votes For   Votes Against   Abstentions 
 20,588,888    3,568    10,368 

 

The affirmative vote of the holders of a majority of the outstanding shares present in person, by remote communication, or represented by proxy at the Meeting and entitled to vote was required for approval. The proposal was approved.

 

3. Approval of the Amendment No. 1 to the Second Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 20,360,319    23,145    637    218,723 

 

The affirmative vote of the holders of a majority of the outstanding shares present in person, by remote communication, or represented by proxy at the Meeting and entitled to vote was required for approval. The proposal was approved.

 

4. Adjournment of the meeting to permit further solicitation of proxies, if necessary or appropriate:

 

Votes For   Votes Against   Abstentions 
 20,552,316    49,655    853 

 

The affirmative vote of the holders of a majority of the outstanding shares present in person, by remote communication, or represented by proxy at the Meeting and entitled to vote was required for approval. The proposal was approved.

 

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Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit No.   Description
10.1   Amendment No. 1 to the Second Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan, dated as of December 11, 2025.
104   Cover Page Interactive Data File (embedded with the Inline XBRL document).

 

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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: December 11, 2025 LA ROSA HOLDINGS CORP.
     
  By:  /s/ Joseph La Rosa 
  Name:  Joseph La Rosa  
  Title:  Chief Executive Officer  

 

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