LRHC La Rosa Holdings Corp. - 8-K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.

As previously disclosed in a Form 12b-25 Notification
of Late Filing (the “Form 12b-25”) filed by La Rosa Holdings Corp. (the “Company”) on May 15, 2026, the Company
is delayed in filing its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Form 10-Q”) with the U.S.
Securities and Exchange Commission (the “SEC”).

On May 21, 2026, the Company received a notice
(the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company is
delinquent in filing its Form 10-Q and remains delinquent in filing its Annual Report on Form 10-K for the year ended December 31, 2025
(the “Form 10-K”), the Company does not comply with Nasdaq Listing Rule 5250(c)(1), which requires companies with securities
listed on Nasdaq to timely file all required periodic reports with the SEC.

In accordance with the Notice, the Company has
until June 15, 2026 to submit a plan of compliance (the “Plan”) to Nasdaq addressing how the Company intends to regain compliance
with Nasdaq’s listing rules with respect to the delinquent reports, and Nasdaq has the discretion to grant the Company up to 180
calendar days from the due date of the Form 10-K, or October 12, 2026, to regain compliance.

The Notice from Nasdaq has no immediate effect
on the listing of the Company’s common stock and its common stock will continue to be listed on The Nasdaq Capital Market under
the symbol “LRHC”. The Company intends to take the necessary steps to regain compliance with Nasdaq’s listing rules
as soon as practicable and currently expects to file the Form 10-K and Form 10-Q  (which would eliminate the need for the Company
to submit a formal plan to regain compliance) and/or submit the Plan with Nasdaq by June 15, 2026. However, there can be no assurance
that the Form 10-K and Form 10-Q will be filed within such period, the Plan will be submitted within such period, the Staff will grant
the Company an exception of up to 180 calendar days from the Form 10-K’s due date, or that the Company will be able meet the continued
listing requirements during any compliance period that may be granted by Nasdaq.

As required under Nasdaq Listing Rule 5810(b),
the Company issued a press release on May 22, 2026, announcing that it had received the Notice. A copy of this press release is attached
as Exhibit 99.1 to this Form 8-K.

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Cautionary Note Regarding Forward-Looking Statements

This report contains statements that are forward-looking
and as such are not historical facts. This includes statements regarding the Company’s intention to regain compliance with the Nasdaq
Listing Rule 5250(c)(1) and similar expectations, beliefs, plans, objectives, assumptions or projections of the Company and therefore
are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by
the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,”
“expects,” “seeks,” “projects,” “intends,” “plans,” “might,” “possible,”
“potential,” “predicts,” “may,” “would,” “could,” “will” or “should”
or, in each case, their negative or other variations or comparable terminology, but the absence of these words does not mean that a statement
is not forward-looking. Such forward-looking statements are based on management’s expectations, beliefs and forecasts concerning
future events impacting the Company. One should carefully consider the risks and uncertainties described in the “Risk Factors”
section of the Company’s latest Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and the other documents
filed by the Company from time to time with the SEC. The Company undertakes no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Item 8.01 Other
Events.

As required under Nasdaq
Listing Rule 5810(b), the Company issued a press release on May 22, 2026 announcing that it had received the Notice from Nasdaq. A copy
of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The disclosure under
Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein
shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set
forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.

Description

99.1

Press release of La Rosa Holdings Corp., dated May
22, 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).

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