La Rosa Holdings Corp. Reports Material Agreements and Equity Sales

TL;DR

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

AI Summary

La Rosa Holdings Corp. filed an 8-K on February 5, 2025, reporting several key events as of February 3, 2025. These include entering into a material definitive agreement, creating a direct financial obligation, unregistered sales of equity securities, and changes in directors and officers, including compensatory arrangements. The company is incorporated in Nevada and its fiscal year ends on December 31.

Why It Matters

This filing indicates significant corporate actions, including new financial obligations and equity transactions, which could impact the company's financial structure and shareholder value.

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
• February 3, 2025 (date) — Earliest event reported
• February 5, 2025 (date) — Date of report
• Nevada (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value LRHC The Nasdaq Stock Mar
• $5,500,000 — ote in the original principal amount of $5,500,000 which matures on the two-year anniversa
• $2,500,000 — s in an original principal amount up to $2,500,000 at an exercise price of $2,256,250, in
• $2,256,250 — p to $2,500,000 at an exercise price of $2,256,250, in substantially the same form as the
• $4,963,750 — nitial Note and Incremental Warrants is $4,963,750. The description of the SPA, Notes and
• $0.001 — and outstanding common stock, par value $0.001 per share (the "Common Stock") at a pri
• $40,000,000 — cipal amount up to $2,500,000, or up to $40,000,000 in the aggregate, for a period of seven
• $1,000,000 — ion (vii), according to which for every $1,000,000 raised by the Company through financing

Filing Documents

• ea0230002-8k_larosa.htm (8-K) — 60KB
• ea023000201ex4-1_larosa.htm (EX-4.1) — 318KB
• ea023000201ex4-2_larosa.htm (EX-4.2) — 76KB
• ea023000201ex10-1_larosa.htm (EX-10.1) — 315KB
• ea023000201ex10-2_larosa.htm (EX-10.2) — 288KB
• ea023000201ex10-3_larosa.htm (EX-10.3) — 43KB
• ea023000201ex10-4_larosa.htm (EX-10.4) — 149KB
• ea023000201ex10-5_larosa.htm (EX-10.5) — 26KB
• ea023000201ex10-6_larosa.htm (EX-10.6) — 100KB
• ea023000201ex10-7_larosa.htm (EX-10.7) — 13KB
• ea023000201ex10-8_larosa.htm (EX-10.8) — 14KB
• ea023000201ex10-9_larosa.htm (EX-10.9) — 13KB
• 0001213900-25-010286.txt ( ) — 1918KB
• lrhc-20250203.xsd (EX-101.SCH) — 3KB
• lrhc-20250203_lab.xml (EX-101.LAB) — 33KB
• lrhc-20250203_pre.xml (EX-101.PRE) — 22KB
• ea0230002-8k_larosa_htm.xml (XML) — 4KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement On February 4, 2025 (the "Closing Date"), La Rosa Holdings Corp., a Nevada corporation (the "Company") and an institutional investor (the "Investor") entered into a Securities Purchase Agreement (the "SPA"), pursuant to which the Company issued to the Investor: (i) a Senior Secured Convertible Note in the original principal amount of $5,500,000 which matures on the two-year anniversary of the Closing Date (the "Initial Note"); and (ii) sixteen (16) warrants ("Incremental Warrants"), each to purchase additional Notes in an original principal amount up to $2,500,000 at an exercise price of $2,256,250, in substantially the same form as the Initial Note ("Incremental Notes" and together with the Initial Note, the "Notes"). The purchase price paid by the Investor under the SPA for the Initial Note and Incremental Warrants is $4,963,750. The description of the SPA, Notes and Incremental Warrants does not purport to be complete and is qualified in its entirety by reference to the documents filed as Exhibits 10.1, 4.1, and 4.2, respectively, hereto and are hereby incorporated by reference. The $4,963,750 in gross proceeds from the offering have been or may be used by the Company to pay-off certain indebtedness of the Company, pay certain outstanding fees and expenses (including expenses of the offering, and fees payable to the placement agent and advisors), acquisitions and general corporate purposes. Pursuant to the terms of the SPA, the Company is required to hold a special meeting of stockholders no later than sixty (60) days of the Closing Date to either (x) if the Company shall have obtained the prior written consent of the requisite shareholders (the "Stockholder Consent") to obtain the Stockholder Approval (as defined below), inform the shareholders of the Company of the receipt of the Stockholder Consent by preparing and filing with the Securities and Exchange Commission, as

03. Creation

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

Item 3.02. Unregistered Sales of Equity Securities. The disclosure under

01 of this Current Report on Form 8-K is incorporated herein reference

Item 1.01 of this Current Report on Form 8-K is incorporated herein reference. The Company issued the Initial Note and Incremental Warrants to the Investor 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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On February 3, 2025, on the approval of the Compensation Committee of the Board of Directors (the "Compensation Committee") of the Company entered into Amendment No. 4 (the "Amendment") to that certain Amended and Restated Employment Agreement, dated April 29, 2022, as amended (the "Employment Agreement"), between the Company and Joseph La Rosa, the Company's Chief Executive Officer (the "Executive"). The Amendment amends Sections 4.3(a) and 4.3(b) of the Employment Agreement providing a right to issue annual equity awards and milestone equity awards not only in the form of stock options but also in the form of restricted stock units (except for the awards described in Section 4.3(b)(vii). The Amendment also amends Section 4.3(b) to include subsection (vii), according to which for every $1,000,000 raised by the Company through financing, the Executive shall be granted an equity award equal to 2% of the outstanding shares of common stock of the Company. Such awards shall be issued under the equity incentive plan of the Company and upon consummation of such financing. Upon the request of the Executive such award may be issued in the form of restricted stock units or stock options. The foregoing summary does not purport to be complete and is qualified in its entirety by the Amendment, copy of which is attached hereto as Exhibit 10.9 and is incorporated herein by reference.

01. Financial

Item 9.01. Financial (d) Exhibits. Exhibit No. Description 4.1* Form of Senior Secured Convertible Note. 4.2* Form of Incremental Warrant. 10.1*^ Form of Securities Purchase Agreement. 10.2*^ Form of Security and Pledge Agreement. 10.3* Form of Intellectual Property Security Agreement. 10.4* Form of Registration Rights Agreement. 10.5* Form of Voting Agreement. 10.6* Form of Guaranty. 10.7* Form of Lock-Up Agreement of a certain investor 10.8* Form of Lock-Up Agreement of the Chief Executive Officer of the Company 10.9 Amendment No. 4, dated February 3, 2025, to the Amended and Restated Employment Agreement dated April 29, 2022, as amended. 104 Cover Page Interactive Data File (embedded with the Inline XBRL document). * Certain personal information in this Exhibit has been omitted in accordance with Regulation S-K Item 601 (a)(6). ^ 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. 4

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: February 5, 2025 LA ROSA HOLDINGS CORP. By: /s/ Joseph La Rosa Name: Joseph La Rosa Title: Chief Executive Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR