La Rosa Holdings Corp. Completes Acquisition, Enters New Agreement
Ticker: LRHC · Form: 8-K · Filed: Aug 27, 2024 · CIK: 1879403
Sentiment: neutral
Topics: acquisition, material-definitive-agreement, equity-securities
TL;DR
La Rosa Holdings just closed an acquisition and signed a new deal. Big moves happening.
AI Summary
La Rosa Holdings Corp. announced on August 21, 2024, the completion of an acquisition, marking a significant event for the company. The filing also details the entry into a material definitive agreement and unregistered sales of equity securities, indicating ongoing corporate activities and potential financing or strategic moves.
Why It Matters
This filing signals a major strategic move for La Rosa Holdings Corp. through an acquisition, potentially impacting its market position and future growth trajectory.
Risk Assessment
Risk Level: medium — The completion of an acquisition and unregistered sales of equity securities can introduce financial and operational risks, as well as potential dilution for existing shareholders.
Key Players & Entities
- La Rosa Holdings Corp. (company) — Registrant
- August 21, 2024 (date) — Date of earliest event reported
- Nevada (jurisdiction) — State of incorporation
- 001-41588 (file_number) — SEC File Number
- 87-1641189 (tax_id) — I.R.S. Employer Identification No.
- 1420 Celebration Blvd., 2nd Floor Celebration, Florida 34747 (address) — Principal executive offices
FAQ
What was the nature of the material definitive agreement entered into by La Rosa Holdings Corp.?
The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.
What was the date of the earliest event reported in this 8-K filing?
The earliest event reported is dated August 21, 2024.
In which state is La Rosa Holdings Corp. incorporated?
La Rosa Holdings Corp. is incorporated in Nevada.
What is the SEC file number for La Rosa Holdings Corp.?
The SEC file number for La Rosa Holdings Corp. is 001-41588.
What are the principal executive offices of La Rosa Holdings Corp.?
The principal executive offices are located at 1420 Celebration Blvd., 2nd Floor, Celebration, Florida 34747.
Filing Stats: 1,147 words · 5 min read · ~4 pages · Grade level 10.6 · Accepted 2024-08-27 08:00:09
Key Financial Figures
- $0.0001 — nge on which registered Common Stock, $0.0001 par value LRHC The Nasdaq Stock Mar
- $658,791.02 — price for the Membership Interests was $658,791.02 consisting of (i) a cash payment of $17
- $174,579.62 — .02 consisting of (i) a cash payment of $174,579.62 (the "Cash Payment") allocated among th
- $484,211.40 — mong the three Seller Members, and (ii) $484,211.40 in unregistered shares of common stock
- $1.05 — to each of the Selling Members based on $1.05 per share, the closing price of the Com
- $6,587.91 — Cash Payment was settled by payment of $6,587.91 to two of the Selling Members on the da
- $161,403.80 — on of the Cash Payment in the amount of $161,403.80 will be settled by payment to Mr. La Ro
Filing Documents
- ea0212255-8k_larosa.htm (8-K) — 36KB
- ea021225501ex10-1_larosa.htm (EX-10.1) — 90KB
- ea021225501ex10-2_larosa.htm (EX-10.2) — 15KB
- ea021225501ex99-1_larosa.htm (EX-99.1) — 12KB
- ex99-1_001.jpg (GRAPHIC) — 38KB
- 0001213900-24-072724.txt ( ) — 407KB
- lrhc-20240821.xsd (EX-101.SCH) — 3KB
- lrhc-20240821_lab.xml (EX-101.LAB) — 33KB
- lrhc-20240821_pre.xml (EX-101.PRE) — 22KB
- ea0212255-8k_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 On August 21, 2024, La Rosa Holdings Corp., a Nevada corporation (the "Company"), consummated its acquisition of 100% of the membership interests (the "Membership Interests") of Nona Title Agency LLC, a Florida limited liability company ("Nona Title"), and an affiliate of the Chief Executive Officer and Chairman of the Board of the Company, pursuant to a Membership Interest Purchase Agreement, dated August 21, 2024 (the "Purchase Agreement"), by and among the Company, Nona Title and three selling members of Nona Title (the "Selling Members"), including Mr. La Rosa, who owned and sold 49% of the Membership Interests of Nona Title. A Special Committee of the Company's Board of Directors consisting of all independent directors approved the terms of the Purchase Agreement on August 20, 2024. The Board of Directors of the Company approved the terms of the Purchase Agreement on August 21, 2024. The purchase price for the Membership Interests was $658,791.02 consisting of (i) a cash payment of $174,579.62 (the "Cash Payment") allocated among the three Seller Members, and (ii) $484,211.40 in unregistered shares of common stock of the Company, which was settled by the issuance of 153,718 unregistered shares of the Company's common stock to each of the Selling Members based on $1.05 per share, the closing price of the Company's common stock reported by Nasdaq for the trading day immediately preceding the closing date. The shares issued as consideration for the acquisition of the Membership Interests are referred to as the "Purchase Shares." A portion of the Cash Payment was settled by payment of $6,587.91 to two of the Selling Members on the date of the closing. The remaining portion of the Cash Payment in the amount of $161,403.80 will be settled by payment to Mr. La Rosa at any time within a three months period from the date of the closing. Concurrently, on August 21, 2024, the Selling Members, except for Mr
02. Unregistered
Item 3.02. Unregistered Sales of Equity Securities. As disclosed under Item 2.01 of this Current Report on Form 8-K, on August 21, 2024, the Company issued in aggregate 461,154 unregistered shares of the Company's common stock to the Selling Members pursuant to the 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 27, 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 21, 2024 by and among La Rosa Holdings Corp., Nona Title Agency LLC and the Selling Members 10.2 Form of a Leak-Out Agreement 99.1 Press Release of the Company dated as of August 27, 2024 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). * 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. 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 27, 2024 LA ROSA HOLDINGS CORP. By: /s/ Joseph La Rosa Name: Joseph La Rosa Title: Chief Executive Officer 3