LRHC 8-K/A
La Rosa Holdings Corp. (LRHC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Explanatory Note
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Item 2.01 Completion of Acquisition or Disposition of Assets
On November 11, 2024, La Rosa Holdings Corp., a Nevada corporation (the “Company”), consummated its acquisition of 49% of the membership interests (the “Membership Interests”) of La Rosa Realty Premier, LLC, a Florida limited liability company, a subsidiary and a franchisee of the Company (“Realty Premier”), pursuant to that certain membership interest purchase agreement, dated November 11, 2024 (the “Purchase Agreement”), by and among the Company, Realty Premier and the selling member of (the “Selling Member”) of Realty Premier (the “Transaction”).
The purchase price for the Membership Interests was $322,514.1, which was settled by the issuance of 354,428 unregistered shares of the Company’s common stock to the Selling Member and 25,000 unregistered shares of the Company’s common stock to the Selling Member’s designee based on $0.85 per share, the closing price of the Company’s common stock reported by The Nasdaq Stock Market, LLC for the previous trading day. The shares issued as consideration for the acquisition of the Membership Interests are referred to as the “Purchase Shares.”
Concurrently with the Transaction, on November 11, 2024, the Selling Member and his designee entered into a lock-up/leak-out agreements (the “Lock-up Agreements”) with the Company pursuant to which the Selling Member and his designee 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 of 1933, as amended (the “Securities Act”), subject to applicable securities laws.
The foregoing summaries of the Purchase Agreement and the Lock-up Agreements 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 and are incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
As disclosed under Item 2.01 of this Form 8-K, on November 11, 2024, the Company issued an aggregated of 379,428 unregistered shares of the Company’s common stock to the Selling Member and his designee 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.
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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 31, 2025 | LA ROSA HOLDINGS CORP. | |
| By: | /s/ Joseph La Rosa | |
| Name: | Joseph La Rosa | |
| Title: | Chief Executive Officer | |
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