La Rosa Holdings Corp. Files 8-K: Material Agreement & Equity Sales

TL;DR

La Rosa Holdings Corp. filed an 8-K detailing a new material agreement and equity sales.

AI Summary

La Rosa Holdings Corp. entered into a Material Definitive Agreement on April 1, 2024, related to the creation of a direct financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing details are from their 8-K report submitted on April 5, 2024.

Why It Matters

This 8-K filing indicates significant corporate actions, including a material definitive agreement and unregistered equity sales, which could impact the company's financial obligations and shareholder structure.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered sales of equity, which can introduce financial obligations and dilutive effects.

Key Players & Entities

• La Rosa Holdings Corp. (company) — Registrant
• April 1, 2024 (date) — Earliest event reported
• April 5, 2024 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• 1420 Celebration Blvd., Ste 200, Celebration, FL 34747 (address) — Principal executive office address

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value LRHC The Nasdaq Stock Mar
• $1,316,000 — promissory note with the face amount of $1,316,000 (the " Note "), 50,000 shares of the Co
• $1,250,200 — e : The purchase price of the Note was $1,250,200 with an original issue discount of $65,
• $65,800 — ,200 with an original issue discount of $65,800. The principal amount of the Note bears
• $2.50 — f Common Stock at a conversion price of $2.50 per share unless the Company fails to m
• $3.00 — p to 150,000 shares of Common Stock for $3.00 per share from the date of issuance unt
• $2.25 — p to 152,300 shares of Common Stock for $2.25 per share from the date of issuance unt
• $1,122,682 — . The Company received net proceeds of $1,122,682, after deducting offering expenses, inc

Filing Documents

• ea0203215-8k_larosahold.htm (8-K) — 45KB
• ea020321501ex4-1_larosahold.htm (EX-4.1) — 148KB
• ea020321501ex4-2_larosahold.htm (EX-4.2) — 142KB
• ea020321501ex4-3_larosahold.htm (EX-4.3) — 144KB
• ea020321501ex10-1_larosahold.htm (EX-10.1) — 236KB
• ea020321501ex10-2_larosahold.htm (EX-10.2) — 167KB
• ea020321501ex10-3_larosahold.htm (EX-10.3) — 88KB
• 0001213900-24-030817.txt ( ) — 1390KB
• lrhc-20240401.xsd (EX-101.SCH) — 3KB
• lrhc-20240401_lab.xml (EX-101.LAB) — 33KB
• lrhc-20240401_pre.xml (EX-101.PRE) — 22KB
• ea0203215-8k_larosahold_htm.xml (XML) — 4KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. On April 1, 2024, La Rosa Holdings Corp., a Nevada corporation (the " Company "), entered into that certain securities purchase agreement (the " Securities Purchase Agreement ") with an institutional accredited investor (the " Investor ") pursuant to which the Company issued the Investor a 13% OID senior secured promissory note with the face amount of $1,316,000 (the " Note "), 50,000 shares of the Company's common stock, par value $0.0001 per share (the " Common Stock ") as a commitment fee (the " Commitment Shares "), a warrant to purchase up to 150,000 shares of Common Stock (the " First Warrant ") and a second warrant, to purchase up to 152,300 (the " Second Warrant ," and together with the Frist Warrant, the " Warrants ). The Company also granted the Investor piggy-back registration rights in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, until the Note is either converted or fully repaid, the Company is prohibited from effecting or entering into an agreement involving a Variable Rate Transaction, as defined in the Securities Purchase Agreement, other than pursuant to an "at-the-market" agreement with a registered broker-dealer, whereby such registered broker-dealer is acting as principal in the purchase of Common Stock from the Company or an Equity Line of Credit (as defined in the Note). The Securities Purchase Agreement provides until the Company obtains shareholder approval to satisfy Nasdaq Rule 5635(e), the maximum amount of Common Stock issuable under the Notes and Warrants is limited to no more than 19.99% of the issued and outstanding Common Stock of the Company as of the Closing Date. The Company also agreed to obtain shareholder approval and file a preliminary information statement on Schedule 14C with the SEC within ten calendar days of the Closing Date and file a definitive information statement on Schedule 14C with the SEC with respect to the Shareholder

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 outlined 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. The disclosure under

01 of this Current Report on Form 8-K is incorporated hereby reference

Item 1.01 of this Current Report on Form 8-K is incorporated hereby reference. The Company issued the Note, Commitment Shares, and Warrants to the Investor pursuant to the exemption from the registration requirements of the Securities Act available to the Company under Section 4(a)(2) and/or Rule 506(b) 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. Exhibit No. Description 4.1* Form of 13% OID Senior Secured Promissory Note. 4.2* Form of First Warrant. 4.3* Form of Second Warrant. 10.1*^ Form of Securities Purchase Agreement. 10.2* Form of Security Agreement. 10.3* Form of Registration Rights Agreement. 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. 3

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: April 5, 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