Stratum Holdings Corp.

Item 3.02 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 Preferred Stock"), for a purchase price of $1,000 per share (the "Stated Value"). The Purchase Agreement also provides that the Investor has the option, subject to the conditions set forth in the Purchase Agreement, to cause the Company to issue and sell additional shares of Series E Preferred Stock at one or more additional closings (the "Additional Closings") at the Stated Value.

On October 26, 2026, the parties completed an Additional Closing, pursuant to which the Company issued 200 shares (the "Additional Shares") of Series E Preferred Stock to the Investor for gross proceeds of $200,000.

The Company issued the Additional Shares to the Investor pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, available to the Company under Rule 506(b) under Regulation D promulgated thereunder.

The foregoing summary of the Series E Preferred Stock and the Purchase Agreement is qualified in its entirety by reference to the full text of the Certificate of Designation of Series E Convertible Preferred Stock and the Purchase Agreement, copies of which are filed as Exhibits 3.1 and 10.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

3.1 Certificate of Designation of Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Amendment No. 1 to the Current Report on Form 8-K/A filed on July 16, 2026)

10.1 Form of Securities Purchase Agreement, dated September 15, 2026, between Stratum Holdings Corp. and the Investor named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 16, 2026)

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)