La Rosa Holdings Corp. Files 8-K for Material Agreements & Acquisitions

Ticker: LRHC · Form: 8-K · Filed: Jan 7, 2025 · CIK: 1879403

Sentiment: neutral

Topics: material-agreement, acquisition, disposition, equity-securities

Related Tickers: LAR

TL;DR

La Rosa Holdings Corp. (LAR) filed an 8-K detailing material agreements and asset transactions as of Dec 31, 2024.

AI Summary

La Rosa Holdings Corp. reported on December 31, 2024, that it entered into a material definitive agreement and completed an acquisition or disposition of assets. The filing also covers unregistered sales of equity securities and includes financial statements and exhibits. The company is incorporated in Nevada and its principal executive offices are located in Celebration, Florida.

Why It Matters

This 8-K filing indicates significant corporate actions, including potential acquisitions or asset sales, which could impact the company's future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements and asset transactions can introduce significant financial and operational risks, depending on their nature and terms.

Key Players & Entities

FAQ

What specific material definitive agreement did La Rosa Holdings Corp. enter into?

The filing indicates the entry into a material definitive agreement but does not specify the details of the agreement within the provided text.

What was the nature of the acquisition or disposition of assets?

The filing states that the completion of an acquisition or disposition of assets occurred, but the specific details of the transaction are not provided in this excerpt.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing was on December 31, 2024.

Where are La Rosa Holdings Corp.'s principal executive offices located?

La Rosa Holdings Corp.'s principal executive offices are located at 1420 Celebration Blvd., Ste 200, Celebration, Florida 34747.

What is the Standard Industrial Classification (SIC) code for La Rosa Holdings Corp.?

The Standard Industrial Classification (SIC) code for La Rosa Holdings Corp. is 6531, which corresponds to Real Estate Agents & Managers (For Others).

Filing Stats: 922 words · 4 min read · ~3 pages · Grade level 11.5 · Accepted 2025-01-07 16:06:01

Key Financial Figures

Filing Documents

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 December 31, 2024, La Rosa Holdings Corp., a Nevada corporation (the " Company "), consummated its acquisition of (1) 100% of the membership interests (the " Baxpi Membership Interests ") of Baxpi Holdings LLC, a Florida limited liability company and a franchisee of the Company (" Baxpi "), and (2) 100% of the membership interests (the " Beaches Membership Interests ", and together with Baxpi Membership Interests, the " Membership Interests ") of La Rosa Realty Beaches LLC, a Florida limited liability company and a franchisee of the Company (" Beaches "), pursuant to that certain membership interest purchase agreement, dated December 31, 2024 (the " Purchase Agreement "), by and among the Company, Baxpi, Beaches and the selling member of (the " Selling Member ") of Baxpi and Beaches (the " Transaction "). The purchase price for the Membership Interests was $1,136,177.34 consisting of (i) a cash payment of $100,000 (the " Cash Payment "), and (ii) $1,036,177.34 in unregistered shares of common stock of the Company, which was settled by the issuance of 1,193,752 unregistered shares of the Company's common stock to the Selling Member based on $0.868 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 Cash Payment will be settled in two (2) equal installments in accordance with the schedule agreed in the Purchase Agreement Concurrently with the Transaction, on December 31, 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 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

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities. As disclosed under Item 2.01 of this Form 8-K, on December 31, 2024, the Company issued 1,193,752 unregistered shares of the Company's common stock to the Selling Member pursuant to the Purchase Agreement. The Company issued the foregoing shares of common stock pursuant to the exemption from the registration requirements of the Securities Act available to the Company under Section 4(a)(2) 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 10.1 Form of Membership Interest Purchase Agreement, dated December 31, 2024, by and among La Rosa Holdings Corp., La Rosa Realty Beaches LLC, Baxpi Holdings LLC, and the Selling Member 10.2 Form of Leak-Out Agreement, dated December 31, 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: January 7, 2025 LA ROSA HOLDINGS CORP. By: /s/ Joseph La Rosa Name: Joseph La Rosa Title: Chief Executive Officer 3

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