La Rosa Holdings Corp. Reports Material Definitive Agreement

TL;DR

La Rosa Holdings Corp. just signed a big deal, creating a new financial obligation. Acquisition/disposition incoming.

AI Summary

On May 20, 2024, La Rosa Holdings Corp. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. This also resulted in the creation of a direct financial obligation for the registrant. The company is incorporated in Nevada and its principal executive offices are located in Celebration, Florida.

Why It Matters

This filing indicates a significant corporate action, likely an acquisition or asset sale, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and new financial obligations can introduce significant financial and operational risks.

Key Players & Entities

• La Rosa Holdings Corp. (company) — Registrant
• May 20, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• Celebration, Florida (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value LRHC The Nasdaq Stock Mar
• $761,250 — uant to which the Company sold to Cedar $761,250 of its future receivables, including ca
• $525,000 — hased Amount"), for a purchase price of $525,000 less underwriting fees and expenses pai
• $500,000 — ees and expenses paid, for net funds of $500,000 to the Company. Under the Cash Advance
• $630,000 — s Purchased Amount will be decreased to $630,000 if the Company delivers such amount of
• $661,500 — date of the Cash Advance Agreement, or $661,500 if the Company delivers such amount of
• $23,000 — greement, Cedar is expected to withdraw $23,000 a week directly from the Company's bank
• $78,777 — price for the Membership Interests was $78,777.85, consisting of 56,375 unregistered s
• $10,000 — ommon stock (the "Purchase Shares") and $10,000 in cash (the "Cash Payment"), of which
• $5,000 — in cash (the "Cash Payment"), of which $5,000 was paid at closing and the remaining $
• $1.22 — er of Purchased Shares was based on the $1.22 closing price of the Company's common s

Filing Documents

• ea0206811-8k_larosahold.htm (8-K) — 36KB
• ea020681101ex10-1_larosa.htm (EX-10.1) — 123KB
• ea020681101ex10-2_larosa.htm (EX-10.2) — 83KB
• ea020681101ex10-3_larosa.htm (EX-10.3) — 15KB
• ex10-1_001.jpg (GRAPHIC) — 2KB
• 0001213900-24-046665.txt ( ) — 485KB
• lrhc-20240520.xsd (EX-101.SCH) — 3KB
• lrhc-20240520_lab.xml (EX-101.LAB) — 33KB
• lrhc-20240520_pre.xml (EX-101.PRE) — 22KB
• ea0206811-8k_larosahold_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Cash Advance Agreement: On May 20, 2024, La Rosa Holdings Corp., a Nevada corporation (the "Company"), entered into a Cash Advance Agreement (the "Cash Advance Agreement") with Cedar Advance LLC ("Cedar") pursuant to which the Company sold to Cedar $761,250 of its future receivables, including cash, check, credit or debit card, electronic transfer, or other form of monetary payments from third parties (the "Receivables Purchased Amount"), for a purchase price of $525,000 less underwriting fees and expenses paid, for net funds of $500,000 to the Company. Under the Cash Advance Agreement, the Receivables Purchased Amount will be decreased to $630,000 if the Company delivers such amount of future receivables to Cedar within 30 calendar days of the date of the Cash Advance Agreement, or $661,500 if the Company delivers such amount of future receivables to Cedar within 60 calendar days of the date of the Cash Advance Agreement. Pursuant to the Cash Advance Agreement, Cedar is expected to withdraw $23,000 a week directly from the Company's bank account until the Receivables Purchased Amount due to Cedar under the Cash Advance Agreement is paid in full. In the event of a default (as defined in the Cash Advance Agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Cash Advance Agreement. To guarantee the Company's satisfaction of its obligations under the Cash Advance Agreement, the Company granted Cedar a security interest in all its accounts, including deposit accounts and accounts receivable and proceeds. The foregoing description of the Cash Advance Agreement is qualified in its entirety by reference to the full text of the Cash Advance Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein in its entirety by reference. La Rosa Realty Success LLC: On May 24, 2024, the Company consummated its acquisition of 51% of the member

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets. Cash Advance Agreement: The information contained in Item 1.01 of this Current Report about the Company's sale of its future receivables to Cedar under the Cash Advance Agreement is incorporated by reference herein. La Rosa Realty Success LLC: The information contained in Item 1.01 of this Current Report about the Company's acquisition of 51% of the membership interests of Realty Success is incorporated by reference herein.

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Cash Advance Agreement: To the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 of this Current Report is incorporated herein by reference.

01. Financial

Item 9.01. Financial (d) Exhibits. Exhibit No. Description 10.1 Standard Merchant Cash Advance Agreement, dated May 20, 2024, between La Rosa Holdings Corp. and Cedar Advance LLC 10.2 Membership Purchase Agreement, dated May 24, 2024, by and among La Rosa Holdings, Corp., La Rosa Realty Success, LLC, and the Selling Member 10.3 Leak-Out Agreement, dated May 24, 2024, between La Rosa Holdings Corp. and the Selling Member 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: May 24, 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