La Rosa Holdings Reports Material Agreement, Acquisition, Equity Sales

TL;DR

**La Rosa Holdings just made big moves with a new deal, an acquisition, and selling more stock!**

AI Summary

La Rosa Holdings Corp. filed an 8-K on January 4, 2024, reporting several key events that occurred on December 28, 2023. These include entering into a material definitive agreement, completing an acquisition or disposition of assets, and engaging in unregistered sales of equity securities. This matters to investors because these actions could significantly impact the company's financial structure, ownership, and future growth prospects, potentially affecting stock valuation.

Why It Matters

These events signal significant operational and financial changes for La Rosa Holdings, which could influence its market position and profitability, directly impacting shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions like acquisitions and equity sales, which can introduce both opportunities and risks, making the overall situation moderately risky.

Analyst Insight

A smart investor would closely monitor subsequent filings for details on the material agreement, the nature and terms of the acquisition/disposition, and the impact of the unregistered equity sales on dilution and capital structure, as these will provide clarity on the long-term implications for the stock.

Key Players & Entities

• La Rosa Holdings Corp. (company) — the registrant filing the 8-K
• December 28, 2023 (date) — date of earliest event reported
• January 4, 2024 (date) — date the 8-K was filed
• Nevada (company) — state of incorporation for La Rosa Holdings Corp.
• 001-41588 (company) — Commission File Number for La Rosa Holdings Corp.
• 87-1641189 (company) — I.R.S. Employer Identification No. for La Rosa Holdings Corp.
• 1420 Celebration Blvd, 2nd Floor, Celebration, Florida, 34747 (company) — address of principal executive offices for La Rosa Holdings Corp.
• (321) 250-1799 (company) — registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value LRHC The Nasdaq Stock Mar
• $1,131,053.50 — price for the Membership Interests was $1,131,053.50 consisting of (i) a cash payment of $30
• $300,000 — .50 consisting of (i) a cash payment of $300,000 (the "Cash Payment"), and (ii) $831,053
• $831,053.50 — $300,000 (the "Cash Payment"), and (ii) $831,053.50 in unregistered shares of common stock
• $1.59 — the Selling Member's designee based on $1.59 per share, the closing price of the Com

Filing Documents

• ea190930-8k_larosahold.htm (8-K) — 34KB
• ea190930ex10-1_larosahold.htm (EX-10.1) — 94KB
• ea190930ex10-2_larosahold.htm (EX-10.2) — 15KB
• ea190930ex99-1_larosahold.htm (EX-99.1) — 9KB
• ex99-1_001.jpg (GRAPHIC) — 9KB
• 0001213900-24-001168.txt ( ) — 366KB
• lrhc-20231228.xsd (EX-101.SCH) — 3KB
• lrhc-20231228_lab.xml (EX-101.LAB) — 33KB
• lrhc-20231228_pre.xml (EX-101.PRE) — 22KB
• ea190930-8k_larosahold_htm.xml (XML) — 3KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. The disclosure contained in Item 2.01 of this Current Report is incorporated by reference herein.

01 Completion

Item 2.01 Completion of Acquisition or Disposition of Assets On December 28, 2023, La Rosa Holdings Corp., a Nevada corporation (the "Company"), consummated its acquisition of 100% of the membership interests (the "Membership Interests") of La Rosa Realty North Florida, LLC, a Florida limited liability company and a franchisee of the Company ("North Florida"), pursuant to that certain membership interest purchase agreement, dated December 28, 2023 (the "Purchase Agreement"), by and among the Company, North Florida and the selling member of North Florida (the "Selling Member"). The purchase price for the Membership Interests was $1,131,053.50 consisting of (i) a cash payment of $300,000 (the "Cash Payment"), and (ii) $831,053.50 in unregistered shares of common stock of the Buyer, which was settled by the issuance of 459,782 unregistered shares of the Company's common stock to the Selling Member and 62,893 unregistered shares of the Company's common stock to the Selling Member's designee based on $1.59 per share, the closing price of the Company's common stock reported by Nasdaq for the previous trading day. The shares issued as consideration for the acquisition of the Membership Interests are referred to as the "Purchase Shares." The Cash Payment will be settled over the period of approximately eight (8) months in accordance with the schedule agreed in the Purchase Agreement. Concurrently, on December 28, 2023, the Selling Member and his designee entered into lock-up/leak out agreements (the "Lock-up Agreements") with the Company pursuant to which the Selling Member and his designee may not sell more than one-twelfth of their respective Purchase Shares per calendar month during the one year period commencing after the six-month holding period under Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), subject to applicable securities laws. The foregoing summaries of the Purchase Agreement and the Lock-up Agreements purport t

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities. As disclosed under Item 2.01 of this Form 8-K, on December 28, 2023, the Company issued an aggregate of 522,675 unregistered shares of the Company's common stock to the Selling Member and his designee pursuant to the Purchase Agreement. The Company issued the shares pursuant to the exemption from the registration requirements of the Securities Act available to the Company under Section 4(a)(2) promulgated thereunder due to the fact that the issuance did not involve a public offering of securities. 1

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 4, 2024, the Company issued a press release announcing the closing of the Company's acquisition of Membership Interests described in Item 2.01 of this Current Report on Form 8-K. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished pursuant to this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities under that section, nor shall it be deemed to be incorporated by reference in any filing made by the Company under the Securities Act or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.

01. Financial

Item 9.01. Financial (d) Exhibits. The following exhibits are being filed herewith, unless otherwise indicated: Exhibit No. Description 10.1 Form of membership Interest Purchase Agreement dated as of December 28, 2023 by and among La Rosa Holdings Corp., La Rosa Realty North Florida, LLC and the Selling Member 10.2 Form of a Leak-Out Agreement 99.1 Press Release of the Company dated as of January 4, 2024 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: January 4, 2024 LA ROSA HOLDINGS CORP. By: /s/ Joseph La Rosa Name: Joseph La Rosa Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR