La Rosa Holdings Corp. Files 8-K: Agreements, Equity Sales, and Officer Changes

TL;DR

La Rosa Holdings Corp. filed an 8-K detailing new financial obligations, equity sales, and board changes.

AI Summary

On September 30, 2024, La Rosa Holdings Corp. entered into a material definitive agreement, likely related to its financial obligations. The company also reported on the creation of a direct financial obligation or an off-balance sheet arrangement. Additionally, the filing details unregistered sales of equity securities and changes in its board and officer composition, including compensatory arrangements.

Why It Matters

This 8-K filing indicates significant corporate actions including new financial obligations, equity issuance, and potential leadership changes, which could impact the company's financial structure and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• La Rosa Holdings Corp. (company) — Registrant
• September 30, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 001-41588 (identifier) — Commission File Number

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value LRHC The Nasdaq Stock Mar
• $109,500 — ion ("AFCO") in the principal amount of $109,500. Interest accrues on the principal amou
• $120,000 — ere the amounts involved were less than $120,000 or 1% of the Company's average of total
• $116,520 — te period ending September 30, 2024 was $116,520 and for the year ending December 31, 20
• $134,505 — r the year ending December 31, 2023 was $134,505. During 2022, no rent expense was charg
• $200,000 — Company's series A preferred stock for $200,000, which automatically converted into 57,
• $250,000 — to Ms. La Rosa an annual base salary of $250,000. Following the end of each calendar yea
• $1.7332 — hase 300,000 shares of common stock for $1.7332 per share (the closing price of the Com
• $161,403.80 — any for a cash payment in the amount of $161,403.80 and issuance of 153,718 unregistered sh
• $45,413 — ce, which had an outstanding balance of $45,413, and determined that the existing relat
• $75,591 — anding balance of these obligations was $75,591 as of December 31, 2022. Prior to 2023,
• $48,000 — he Company. The outstanding balance was $48,000 as of December 31, 2022. Prior to 2023,
• $40,654 — he Company. The outstanding balance was $40,654 as of December 31, 2022. The Company re
• $149,245 — ompany repaid all the advances totaling $149,245 on October 12, 2023. 2 From February
• $765,000 — es in the aggregate principal amount of $765,000. The notes accrued interest at rates ra

Filing Documents

• ea0216736-8k_larosa.htm (8-K) — 62KB
• ea021673601ex4-1_larosa.htm (EX-4.1) — 3KB
• ea021673601ex10-1_larosa.htm (EX-10.1) — 118KB
• ex4-1_001.jpg (GRAPHIC) — 1431KB
• ex4-1_002.jpg (GRAPHIC) — 1840KB
• ex4-1_003.jpg (GRAPHIC) — 207KB
• ex4-1_004.jpg (GRAPHIC) — 347KB
• 0001213900-24-085625.txt ( ) — 5657KB
• lrhc-20240930.xsd (EX-101.SCH) — 3KB
• lrhc-20240930_lab.xml (EX-101.LAB) — 33KB
• lrhc-20240930_pre.xml (EX-101.PRE) — 22KB
• ea0216736-8k_larosa_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. On October 3, 2024, La Rosa Holdings Corp., a Nevada corporation (the "Company"), issued a Premium Finance Agreement – Promissory Note ("Note") to AFCO Credit Corporation ("AFCO") in the principal amount of $109,500. Interest accrues on the principal amount at 11.25% per annum. The Note shall be repaid in ten monthly installments beginning on November 4, 2024. The preceding description of the Note purport to be a summary only and is qualified in its entirety by reference to the full text of such document, copy of which is filed as Exhibits 4.1, to this Current Report on Form 8-K and incorporated herein by reference.

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. The information outlined in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated hereby reference. The Company issued the Note 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.

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Departure of Principal Financial Officer Effective as of September 30, 2024, Kent Metzroth resigned from his position as Executive Vice President and Chief Financial Officer of the Company. As a result of Mr. Metzroth's resignation as the Company's Chief Financial Officer, he relinquished his role as the Company's "Principal Financial and Accounting Officer" for Securities and Exchange Commission reporting purposes. In connection with his resignation, on September 30, 2024, the employment agreement between the Company and Mr. Metzroth, dated November 1, 2022, as amended, was terminated. Mr. Metzroth's resignation did not result from any disagreement with the Company. Appointment of Principal Financial Officer Concurrently with Mr. Metzroth's resignation, Joseph La Rosa, the Chief Executive Officer and the Chairman of the Board of Directors (the "Board"), was appointed to also temporarily serve as the interim Chief Financial Officer of the Company while the Company conducts its search for a successor, effective as of October 1, 2024. 1 Joseph La Rosa, age 46, is the Company's Founder and has been serving as the Company's President, Chief Executive Officer and the Chairman of the Board since August 2021 and of its five subsidiaries (La Rosa Realty, LLC, La Rosa Property Management LLC, La Rosa CRE LLC, La Rosa Coaching, LLC and La Rosa Franchising, LLC) since their inception. A former police officer in Orlando, Florida, Mr. La Rosa entered his family's commercial and residential real estate development business in 2001 and became President of La Rosa Development Corp., a position he holds today. From 2008 to 2010, as President of the Casa Latino group of companies, he co-developed the first Latino real estate franchise throughout the United States, which in 2010 was ranked by the National Association of R

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following exhibits are being filed herewith: Exhibit No. Description 4.1 Form of Promissory Note 10.1 Form of Director Agreement by and between Siamack Alavi and La Rosa Holdings Corp., dated October 4, 2024. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). 5

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: October 4, 2024 LA ROSA HOLDINGS CORP. By: /s/ Joseph La Rosa Name: Joseph La Rosa Title: Chief Executive Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR