Unregistered Sale of Equity Securities. As previously disclosed, on September 15, 2026, Stratum Holdings Corp. (formerly La Rosa Holdings Corp.), a Nevada corporation (the “ Company ”), entered into a securities purchase agreement (the “ Purchase Agreement ”) with an institutional investor (the “ Investor ”), pursuant to which the Company issued to the Investor 200 shares (the “ Initial Shares ”) of the Company’s Series E Convertible Preferred Stock, par value $0.0001 per share (“ Series E Pr…

Entry into a Material Definitive Agreement. Exchange Agreement On September 28, 2026, La Rosa Holdings Corp., a Nevada corporation (the “Company”), entered into that certain Exchange Agreement (the “Exchange Agreement”) with certain of its holders of the Company’s outstanding securities (the “Holders”), pursuant to which, on such date, the Holders exchanged, pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), certain of their Company securities as des…

Completion of Acquisition or Disposition of Assets. On September 30, 2026, at the initial closing under the Settlement Agreement, the Outstanding Tokens were deemed surrendered for cancellation in exchange for 500 Initial Settlement Shares of Series F Preferred Stock issued by the Company, with an additional 5,500 shares of Series F Preferred Stock to be issued if the Additional Settlement Trigger Date occurs. The disclosures set forth in

CEO — Joseph La Rosa: The CEO resigned for personal reasons with no disagreement, and a named successor (Nicholas Adler) was immediately appointed, indicating an orderly succession rather than a sudden loss of leadership.

The issuance and sale of the shares of Series F Preferred Stock in the Exchange under the Exchange Agreement and the issuance of any Conversion Shares have not been registered under the Securities Act, and were or will be made in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act. No commission or other remuneration was paid or given in connection with the Exchange. The issuance and sale of the shares of Series F Preferred Stock under the Settlement…

The Series F Preferred Stock established by the Series F Certificate of Designation ranks senior to the Common Stock and all other capital stock of the Company with respect to distributions and payments upon liquidation, dissolution and winding up of the Company, except to the extent that holders of the Series F Preferred Stock consent to the creation of Parity Stock or Senior Preferred Stock (in each case as defined in the Series F Certificate of Designation), which may limit and qualify the…

Director — Jaime Cosculluela: The filing reports the resignation of a director for personal reasons and the immediate appointment of a new independent director, which is a standard board composition change rather than a loss of senior executive management.

Changes in Registrant’s Certifying Accountant. On September 16, 2026, the Audit Committee (the “Committee”) of the Board of Directors of La Rosa Holdings Corp., a Nevada corporation (the “Company”), dismissed CBIZ CPAs P.C. (“CBIZ CPAs”) as its independent registered public accounting firm and appointed Rosenberg Rich Baker Berman, P.A. (“RRBB”) as the Company’s independent registered public accounting firm, in each case effective as of September 16, 2026. As previously disclosed in a Current…

Entry into a Material Definitive Agreement. Securities Purchase Agreement On September 15, 2026, La Rosa Holdings Corp., a Nevada corporation (the “ Company ”), and an institutional investor (the “ Investor ”) entered into a Securities Purchase Agreement (the “ SPA ”) pursuant to which the Company agreed to issue to the Investor 200 shares of the Company’s Series E Convertible Preferred Stock, par value $0.0001 per share (“ Series E Preferred Stock ”), for a purchase price of $1,000 per share…

Unregistered Sale of Equity Securities. The disclosure under

Material Modification to Rights of Security Holders. To the extent required by

of this Current Report on Form 8-K is attached to this Current Report on Form 8-K as Exhibit 99.2. The disclosure under Item 8.01, including Exhibits 99.1 and 99.2 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 am…

Results of Operations and Financial Condition. On August 24, 2026, La Rosa Holdings Corp. (the “Company”) issued a press release announcing certain business and financial highlights for the fiscal quarter ended June 30, 2026.

Unregistered Sale of Equity Securities. The disclosure under

Entry into a Material Definitive Agreement. Securities Purchase Agreement On August 18, 2026, La Rosa Holdings Corp., a Nevada corporation (the “ Company ”), and an institutional investor (the “ Investor ”) entered into a Securities Purchase Agreement (the “ SPA ”) pursuant to which the Company agreed to issue to the Investor 210 shares of the Company’s Series E Convertible Preferred Stock, par value $0.0001 per share (“ Series E Preferred Stock ”), for a purchase price of $1,000 per share. T…

Entry into a Material Definitive Agreement. Securities Purchase Agreement On July 31, 2026, La Rosa Holdings Corp., a Nevada corporation (the “ Company ”), and an institutional investor (the “ Investor ”) entered into a Securities Purchase Agreement (the “ SPA ”) pursuant to which the Company agreed to issue to the Investor 150 shares of the Company’s Series E Convertible Preferred Stock, par value $0.0001 per share (“ Series E Preferred Stock ”), for a purchase price of $1,000 per share. The…

Unregistered Sale of Equity Securities. The disclosure under

of this Current Report on Form 8-K is as Exhibit 99.1 to this Current Report on Form 8-K. 2022 Plan Amendment and Nasdaq MVLS Rule The Company is also considering an amendment to its Second Amended and Restated 2022 La Rosa Holdings Corp. Equity Incentive Plan (the “2022 Plan”) and is currently evaluating alternative options intended to bring the Company into compliance with the Nasdaq Listing Rule requiring a minimum market value of listed securities of $5,000,000 (the “MVLS Rule”), includin…

Unregistered Sale of Equity Securities. The disclosure under

Entry into a Material Definitive Agreement. Securities Purchase Agreement On July 9, 2026, La Rosa Holdings Corp., a Nevada corporation (the “ Company ”), and an institutional investor (the “ Investor ”) entered into a Securities Purchase Agreement (the “ SPA ”) pursuant to which the Company will issue to the Investor 250 shares of the Company’s Series E Convertible Preferred Stock, par value $0.0001 per share (“ Series E Preferred Stock ”), for a purchase price of $1,000 per share. On July 9…

Entry into a Material Definitive Agreement. Securities Purchase Agreementw On July 10, 2026, La Rosa Holdings Corp., a Nevada corporation (the “ Company ”), and an institutional investor (the “ Investor ”) entered into a Securities Purchase Agreement (the “ SPA ”) pursuant to which the Company will issue to the Investor 250 shares of the Company’s Series E Convertible Preferred Stock, par value $0.0001 per share (“ Series E Preferred Stock ”), for a purchase price of $1,000 per share. On the…

Unregistered Sale of Equity Securities. The disclosure under

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Partial Filing Compliance As previously reported, on May 21, 2026, La Rosa Holdings Corp., a Nevada corporation (the “Company”), received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company is delinquent in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Fo…

Unregistered Sale of Equity Securities. The disclosure under

of this Current Report on Form 8-K is as Exhibit 99.1 to this Current Report on Form 8-K. 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 ex…