La Rosa Holdings Corp. Reports Material Agreements & Acquisitions

TL;DR

La Rosa Holdings Corp. just filed an 8-K detailing material agreements, asset deals, and equity sales from March 7th.

AI Summary

La Rosa Holdings Corp. filed an 8-K on March 13, 2024, reporting on several key events that occurred on March 7, 2024. These include entering into a material definitive agreement, the completion of an acquisition or disposition of assets, and unregistered sales of equity securities. The filing also includes a Regulation FD disclosure and financial statements.

Why It Matters

This filing indicates significant corporate actions, including potential acquisitions and equity transactions, which could impact the company's structure, assets, and shareholder value.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, asset acquisitions/dispositions, and unregistered equity sales, which can introduce significant financial and operational risks.

Key Players & Entities

• La Rosa Holdings Corp. (company) — Registrant
• March 7, 2024 (date) — Date of earliest event reported
• March 13, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value LRHC The Nasdaq Stock Mar
• $516,450 — price for the Membership Interests was $516,450.38, which was settled by the issuance o
• $1.87 — n stock to the Selling Members based on $1.87 per share, the closing price of the Com

Filing Documents

• ea0201591-8k_larosahold.htm (8-K) — 34KB
• ea020159101ex10-1_larosahold.htm (EX-10.1) — 115KB
• ea020159101ex10-2_larosahold.htm (EX-10.2) — 15KB
• ea020159101ex99-1_larosahold.htm (EX-99.1) — 10KB
• ex99-1_001.jpg (GRAPHIC) — 4KB
• 0001213900-24-022161.txt ( ) — 382KB
• lrhc-20240307.xsd (EX-101.SCH) — 3KB
• lrhc-20240307_lab.xml (EX-101.LAB) — 33KB
• lrhc-20240307_pre.xml (EX-101.PRE) — 22KB
• ea0201591-8k_larosahold_htm.xml (XML) — 4KB

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 March 7, 2024, La Rosa Holdings Corp., a Nevada corporation (the " Company "), consummated its acquisition of 51% of the membership interests (the " Membership Interests ") of La Rosa Realty Georgia LLC, a Georgia limited liability company and a franchisee of the Company (" Realty Georgia "), pursuant to that certain membership interest purchase agreement, dated March 7, 2024 (the " Georgia Purchase Agreement "), by and among the Company, Realty Georgia and the two selling members (the " Selling Members ") of Realty Georgia (the " Transaction "). The purchase price for the Membership Interests was $516,450.38, which was settled by the issuance of an aggregate of 276,178 unregistered shares of the Company's common stock to the Selling Members based on $1.87 per share, the closing price of the Company's common stock reported by The Nasdaq Stock Market, LLC for the previous trading day. The shares issued as consideration for the acquisition of the Membership Interests are referred to as the " Purchase Shares ." Concurrently, on March 7, 2024, the Selling Members entered into lock-up/leak out agreements (the " Lock-up Agreements ") with the Company pursuant to which the Selling Members 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 "), The foregoing summaries of the Georgia Purchase Agreement and the Lock-up Agreements purport to be summaries only and are qualified in their entireties by reference to such agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. 1

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities. As disclosed under Item 2.01 of this Form 8-K, on March 7, 2024, the Company issued 276,178 unregistered shares of the Company's common stock to the Selling Members pursuant to the Georgia Purchase Agreement. On March 13, 2024, the Company also issued a total of 225,000 unregistered shares of the Company's common stock to a consultant of the Company as consideration for services rendered in connection with an extension of a consulting agreement, dated September 20, 2023 (as amended on February 6, 2024), with the Company. The Company issued the foregoing shares of common stock 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 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On March 13, 2024, the Company issued a press release announcing the closing of the Transaction 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 Membership Interest Purchase Agreement dated as of March 7, 2024 by and among La Rosa Holdings Corp., La Rosa Realty Georgia LLC and the Selling Members 10.2 Form of a Leak-Out Agreement 99.1 Press Release of the Company dated as of March 13, 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: March 13, 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