Stratum Holdings Corp.

Item 1.01. 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 Company filed a Certificate of Designation of Rights and Preferences of the Series E Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada on July 9, 2026, as disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 10, 2026, as amended by the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2026 (the “Series E Current Report”). On July 31, 2026, the Company issued the Investor 150 shares of Series E Preferred Stock and received aggregate gross proceeds of $150,000. For a description of the Series E Preferred Stock, refer to the Certificate of Designation, which was filed as Exhibit 3.1 to the Series E Current Report. The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition. On August 3, 2026, the Company issued a press release announcing certain business and financial highlights for the fiscal quarter ended March 31, 2026.

Item 3.02. Unregistered Sale of Equity Securities. The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company issued the Series E Preferred Stock to the Investor pursuant to the exemption from the registration requirements of the Securities Act available to the Company under Rule 506(b) under Regulation D promulgated thereunder.

Item 8.01 Other Events. Press Release A copy of the press release referenced in Item 2.02 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”), including, but not limited to, debt to equity exchanges of existing or new liabilities and vendor payables, strategic transactions that may include the issuance of common stock in excess of 19.99% of current outstanding common stock, completion of equity financings, issuance of shares to certain existing or new advisors and/or M&A targets of the Company, and public listing of another class of Company securities. The Company has not finalized any specific course of action, and there can be no assurance as to the timing or outcome of these efforts. The disclosures under Item 8.01, including Exhibit 99.1 hereto, are 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. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the Company’s plans, expectations and intentions with respect to the 2022 Plan Amendment, the Company’s efforts to regain compliance with the MVLS Rule (including potential debt-to-equity exchanges, strategic transactions, equity financings, share issuances and the potential listing of another class of securities), the terms, conversion and redemption of the Series E Preferred Stock, and other statements that are not historical facts. These statements are based on the Company’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated, including, among others, the Company’s ability to finalize or complete any of the alternatives described above, market conditions, dilution to existing stockholders, continued Nasdaq listing compliance, and other risks described from time to time in the Company’s filings 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 required by law. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 10.1*^ Form of the Securities Purchase Agreement, between the Company and investor, dated as of July 31, 2026. 99.1 Press Release of La Rosa Holdings Corp., dated August 3 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.