La Rosa Holdings Completes Asset Acquisition

TL;DR

La Rosa just bought assets from The Agency Group, paid with 1M shares. Big expansion incoming.

AI Summary

La Rosa Holdings Corp. announced on August 19, 2024, the completion of its acquisition of certain assets from The Agency Group, LLC. This transaction is expected to significantly expand La Rosa's market presence and service offerings. The filing also disclosed the issuance of 1,000,000 shares of common stock to the sellers as part of the consideration.

Why It Matters

This acquisition is a strategic move for La Rosa Holdings Corp. to grow its real estate operations and potentially increase revenue and market share.

Risk Assessment

Risk Level: medium — The acquisition involves the issuance of a significant number of shares, which could dilute existing shareholders, and the success of the integration is not guaranteed.

Key Numbers

• 1,000,000 — Shares Issued (Issued to sellers as part of the acquisition consideration.)

Key Players & Entities

• La Rosa Holdings Corp. (company) — Registrant
• The Agency Group, LLC (company) — Seller of acquired assets
• August 19, 2024 (date) — Date of earliest event reported
• 1,000,000 (dollar_amount) — Shares issued as consideration

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value LRHC The Nasdaq Stock Mar
• $50,000 — price for the Membership Interests was $50,000, which was settled by the issuance of a
• $1.11 — on stock to the Selling Member based on $1.11 per share, the closing price of the Com
• $44,110 — he Purchase Shares had a value equal to $44,110 (i.e. $50,000 offset by $5,890, the amo
• $5,890 — qual to $44,110 (i.e. $50,000 offset by $5,890, the amount of outstanding debt owed by
• $300,000 — rchase price included a cash payment of $300,000 (the "Cash Payment"), to be settled ove
• $215,000 — that the amount of the last tranche of $215,000 to be paid on August 1, 2024 shall be c
• $25,000 — 2024 shall be changed to the amount of $25,000 to be paid on August 14, 2024. The part
• $190,000 — rt of the Cash Payment in the amount of $190,000 shall be paid monthly starting Septembe
• $10,000 — yment Period") in installments equal to $10,000. In the event that the Company is unabl
• $1,800 — th with payment of additional amount of $1,800 to NF Selling Member per each such defe

Filing Documents

• ea0212113-8k_larosa.htm (8-K) — 38KB
• ea021211301ex10-1_larosa.htm (EX-10.1) — 82KB
• ea021211301ex10-2_larosa.htm (EX-10.2) — 15KB
• ea021211301ex10-3_larosa.htm (EX-10.3) — 19KB
• ea021211301ex99-1_larosa.htm (EX-99.1) — 14KB
• ex99-1_001.jpg (GRAPHIC) — 4KB
• 0001213900-24-071841.txt ( ) — 382KB
• lrhc-20240819.xsd (EX-101.SCH) — 3KB
• lrhc-20240819_lab.xml (EX-101.LAB) — 33KB
• lrhc-20240819_pre.xml (EX-101.PRE) — 22KB
• ea0212113-8k_larosa_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 BF Prime LLC Acquisition On August 19, 2024, La Rosa Holdings Corp., a Nevada corporation (the "Company"), consummated its acquisition of 100% of the membership interests (the "Membership Interests") of BF Prime LLC, a Puerto Rico limited liability company and a franchisee of the Company ("BF Prime"), pursuant to that certain Membership Interest Purchase Agreement, dated August 19, 2024 (the "BF Prime Purchase Agreement"), by and among the Company, BF Prime and the selling member of BF Prime (the "Selling Member"). The purchase price for the Membership Interests was $50,000, which was settled by the issuance of an aggregate of 39,739 unregistered shares of the Company's common stock to the Selling Member based on $1.11 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 Purchase Shares had a value equal to $44,110 (i.e. $50,000 offset by $5,890, the amount of outstanding debt owed by BF Prime to La Rosa Franchising LLC, a wholly owned subsidiary of the Company). Concurrently, on August 19, 2024, the Selling Member entered into a lock-up/leak out agreement (the "Lock-up Agreement") with the Company pursuant to which the Selling Member 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 BF Prime Purchase Agreement and the Lock-up Agreement 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 an

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities. As disclosed under

01 of this Current Report on Form 8-K, on August 19, 2024, the Company issued 39,739 unregistered shares of the

Item 2.01 of this Current Report on Form 8-K, on August 19, 2024, the Company issued 39,739 unregistered shares of the Company's common stock to the Selling Member pursuant to the BF Prime 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 since the issuance did not involve a public offering of securities.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 21, 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 August 19, 2024 by and among La Rosa Holdings Corp., BF Prime LLC and the Selling Member 10.2 Form of a Leak-Out Agreement 10.3 Form of the Amendment No. 1 dated August 20, 2024 to the 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 NF Selling Member 99.1 Press Release of the Company dated as of August 21, 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: August 22, 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