Opening the filing
8-K
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 3, 2026, La Rosa Holdings Corp., a Nevada corporation (the “ Company ”), filed a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation, as amended (the “ Certificate of Amendmen t”), with the Secretary of State of Nevada to effect an 1-for-6 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), issued and outstanding, effective as of 12:01 a.m. (New York time) on September 8, 2026, (the “ Reverse Stock Split ”). As previously reported by the Company, on November 12, 2025, the Company’s stockholders holding majority of the voting power by a written consent (the “ Stockholders Approval ”) approved the amendment to the Company’s Amended and Restated Articles of Incorporation, as amended (the “ Articles of Incorporation ”), to effect a reverse stock split of the Company’s Common Stock at a ratio in the range of 1-for-5 to 1-for-100, with such ratio to be determined by the Company’s board of directors (the “ Board ”). Such resolution of the stockholders became effective on December 25, 2025, or twenty (20) days after the Company filed with the Securities and Exchange Commission (the “ SEC ”) and mailed to its stockholders respective Information Statement on Schedule 14C on or approximately December 4, 2025. Following the Stockholders Approval, the Board determined to effect the Reverse Stock Split at a ratio of 1-for-6 and approved the corresponding final
form of the Certificate of Amendment.
As a result of the Reverse Stock Split, every six (6) shares of issued and outstanding Common Stock were automatically combined into one (1) issued and outstanding share of Common Stock. No fractional shares were issued as a result of the Reverse Stock Split, fractional entitlements were rounded up to the next whole number. The Reverse Stock Split reduced the number of shares of Common Stock outstanding from approximately 3.4 million shares to approximately 569 thousand shares. The number of authorized shares of Common Stock under the Company’s Articles of Incorporation remained unchanged at 2 billion 50 million (2,050,000,000) shares and the par value of the Common Stock remained $0.0001 per share.
The Common Stock began trading on a reverse stock split-adjusted basis on The Nasdaq Capital Market on September 8, 2026. The trading symbol for the Common Stock remained “LRHC.”
The new CUSIP number for the Common Stock following the Reverse Stock Split is 50172T509.
Proportionate adjustments were also made to the per share exercise price and the number of shares of Common Stock that may be purchased upon exercise of outstanding stock options granted by the Company, and the number of shares of Common Stock reserved for future issuance under the Company’s equity incentive plans.
The Company adjusted the number of shares available for issuance upon the exercise of outstanding warrants to issue Common Stock as well as the exercise price to reflect the effects of the Reverse Stock Split. The Company also adjusted the number of shares issuable upon conversion of outstanding restricted stock units to reflect the effects of the Reverse Stock Split.