La Rosa Holdings Raises $1M in Stock and Warrant Offering

TL;DR

**La Rosa Holdings just raised $1M by selling 1M shares at $1.00 each and issuing warrants for another 1M shares at $1.25, diluting existing shareholders.**

AI Summary

La Rosa Holdings Corp. entered into a Securities Purchase Agreement on February 20, 2024, with certain institutional investors to sell 1,000,000 shares of common stock at a price of $1.00 per share, generating gross proceeds of $1,000,000. Additionally, the company issued warrants to purchase up to 1,000,000 shares of common stock at an exercise price of $1.25 per share, exercisable immediately and expiring five years from issuance. The offering is expected to close around February 23, 2024, subject to customary closing conditions.

Why It Matters

This capital raise provides La Rosa Holdings with additional funds for operations or expansion, but also dilutes existing shareholders through the issuance of new stock and warrants.

Risk Assessment

Risk Level: medium — The issuance of new shares and warrants will dilute existing shareholders, and the use of proceeds is not specified beyond general corporate purposes.

Key Numbers

• $1,000,000 — Gross Proceeds (From the sale of common stock)
• 1,000,000 — Shares Sold (Number of common shares issued)
• $1.00 — Share Price (Price per common share in the offering)
• 1,000,000 — Warrants Issued (Number of warrants to purchase common stock)
• $1.25 — Warrant Exercise Price (Price at which warrants can be exercised)

Key Players & Entities

• La Rosa Holdings Corp. (company) — Registrant and issuer of securities
• $1,000,000 (dollar_amount) — Gross proceeds from stock sale
• 1,000,000 (dollar_amount) — Number of common shares sold
• $1.00 (dollar_amount) — Price per common share
• February 20, 2024 (date) — Date of Securities Purchase Agreement
• $1.25 (dollar_amount) — Exercise price per warrant share

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value LRHC The Nasdaq Stock Mar
• $1,052,631.58 — te in the aggregate principal amount of $1,052,631.58 (the " Note ") convertible into shares
• $2.5 — f Common Stock at a conversion price of $2.5 per share unless the Company fails to m
• $1,000,000.00 — 2,631.58 and paid the purchase price of $1,000,000.00 after an original issue discount of $52
• $52,631.58 — .00 after an original issue discount of $52,631.58. On the same Closing Date, the Company
• $3.00 — Common Stock with an exercise price of $3.00 exercisable until the five-year anniver
• $2.25 — Common Stock with an exercise price of $2.25 exercisable until the five-year anniver

Filing Documents

• ea0200668-8k_larosahold.htm (8-K) — 35KB
• ea0200668ex10-1_larosahold.htm (EX-10.1) — 322KB
• ea0200668ex10-2_larosahold.htm (EX-10.2) — 191KB
• ea0200668ex10-3_larosahold.htm (EX-10.3) — 143KB
• ea0200668ex10-4_larosahold.htm (EX-10.4) — 142KB
• ea0200668ex10-5_larosahold.htm (EX-10.5) — 148KB
• ea0200668ex10-6_larosahold.htm (EX-10.6) — 87KB
• 0001213900-24-016945.txt ( ) — 1499KB
• lrhc-20240220.xsd (EX-101.SCH) — 3KB
• lrhc-20240220_lab.xml (EX-101.LAB) — 33KB
• lrhc-20240220_pre.xml (EX-101.PRE) — 22KB
• ea0200668-8k_larosahold_htm.xml (XML) — 4KB

01. Entry

Item 1.01. Entry into a Material Definitive Agreement. On February 20, 2024, La Rosa Holdings Corp., a Nevada corporation (the " Company "), entered into securities purchase agreements (the " Securities Purchase Agreements ") with an accredited investor (the " Investor ") for the issuance of 13% senior secured promissory note in the aggregate principal amount of $1,052,631.58 (the " Note ") convertible into shares of common stock, par value $0.0001 per share (the " Common Stock "), of the Company, as well as the issuance of 67,000 shares of Common Stock as a commitment fee and warrants for the purchase of up to 215,000 shares of Common Stock. The Company and the Investor also entered into that certain registration rights agreement (the " Registration Rights Agreement "), pursuant to which the Company agreed to register the securities issued to the Investor pursuant to the Securities Purchase Agreement and to file a respective registration its subsidiaries and the Investor have also entered into that certain security agreement (the " Security Agreement "), creating a security interest in certain property of the Company and its subsidiaries to secure the prompt payment, performance and discharge in full of all of the Company's obligations under the Note. The transaction closed on February 20, 2024 (the " Closing Date "). Principal amount and interest under the Note are convertible into shares of Common Stock at a conversion price of $2.5 per share unless the Company fails to make an amortization payment when due, in which case the conversion price shall be the lower of $2.5 or the trading price of the shares. The Investor acquired the Note with principal amount of $1,052,631.58 and paid the purchase price of $1,000,000.00 after an original issue discount of $52,631.58. On the same Closing Date, the Company issued (i) a warrant to

03. Creation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities. As disclosed under Item 1.01 of this Form 8-K, on February 20, 2024, the Company issued 67,000 unregistered shares of Common Stock to the Investor pursuant to the Securities 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.

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 Securities Purchase Agreement. 10.2 Form of Security Agreement. 10.3 Form of Senior Secured Promissory Note. 10.4 Form of First Warrant. 10.5 Form of Second Warrant. 10.6 Form of Registration Rights Agreement. 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: February 26, 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