UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Explanatory Note
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 27, 2026, the Company filed with the Nevada Secretary of State a Certificate of Correction (the “Certificate of Correction”) to the Certificate of Designation of Series D Preferred Stock to correct an inadvertent error in the authorized number of shares of Series D Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”), that the Company is authorized to issue by modifying Section 1 of the Certificate of Designation of Series D Preferred Stock to correctly state that the number of authorized shares of Series D Preferred Stock is 500 shares instead of 250 shares. The Company also corrected references to the Securities Purchase Agreement and Subscription Date in the Certificate of Designation as having effective dates of May 27, 2026 rather than May 26, 2026.
The foregoing description of the Certificate of Correction does not purport to be complete and is qualified in its entirety by reference to the Certificate of Correction, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K/A and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate of Designation of Series D Convertible Preferred Stock of the Company | |
| 3.2 | Certificate of Correction of the Certificate of Designation of Series D Preferred Stock, filed May 27, 2026. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
| * | Certain personal information in this Exhibit has been omitted in accordance with Regulation S-K Item 601(a)(6). |
| ^ | Schedules and similar attachments have been omitted pursuant to Regulation S-K Item 601(a)(5). The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request. |
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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: May 29, 2026 | LA ROSA HOLDINGS CORP. | |
| By: | /s/ Joseph La Rosa | |
| Name: | Joseph La Rosa | |
| Title: | Chief Executive Officer | |
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