LRHC 8-K
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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Item 1.01. Entry into a Material Definitive Agreement.
Redemption Agreement
On January 22, 2025, La Rosa Holdings Corp., a Nevada corporation (the “Company”), and an institutional accredited investor (the “Holder”), holding the warrants (the “Warrants”) exercisable for 2,446,634 shares of common stock of the Company (assuming a cash exercise of the warrants), entered into a warrant redemption and cancellation agreement (the “Redemption Agreement”).
As previously reported in Current Reports of the Company on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 5, 2024, and July 19, 2024, the Company and the Holder entered into the securities purchase agreements dated April 1, 2024, and July 16, 2024, respectively (the “Agreements”), pursuant to which the Company issued the Warrants.
Pursuant to the Redemption Agreement, on or before February 3, 2025 the Company shall pay to the Holder $379,082.79 (the “Redemption Price”) in consideration of the redemption and cancellation of the 100% of the Warrants. Upon the Holder’s receipt of the Redemption Price, the Warrants shall be redeemed, cancelled and terminated in full. From January 22, 2025 to February 3, 2025, the Holder shall not have a right to exercise any of the Warrants partially or in full. If the Holder does not receive the Redemption Price on or prior to February 3, 2025, the Redemption Agreement shall automatically be null and void and of no further force or effect.
Additionally, the Company and the Holder confirmed in the Redemption Agreement, that prior to January 22, 2025, (1) the First Warrants (as defined in the Agreements) issued by the Company to the Holder in February 2024 and July 2024 were fully exercised by the Holder, and (2) the Second Warrant (as defined in the Agreement) issued by the Company to the Holder in February 2024 was cancelled and extinguished in its entirety due to the full repayment of the Note (as defined in such warrant).
Amendment to the Waiver
As previously reported in Current Report of the Company on Form 8-K filed with the SEC on January 10, 2025, the Company and the Holder entered into that certain waiver (the “Waiver”) dated January 8, 2025, waiving the Event of Default (as defined in the Notes) under those certain senior secured promissory notes dated February 20, 2024, April 1, 2024, and July 16, 2024 (collectively, the “Notes”).
On January 22, 2025, the Company and the Holder signed an amendment No. 1 (the “Amendment”) to the Waiver.
Pursuant to the Amendment, Section 2 of the Waiver shall be modified to read that the Company shall pay 100% of any cash proceeds raised by the Company from the sale of securities pursuant to its Registration Statement on Form S-3 filed on or around November 22, 2024, and declared effective by the SEC on or around December 19, 2024 (the “Proceeds”) to the Holder first towards the repayment of the Redemption Price until it is paid in full, and after that towards the repayment of the Notes, provided, however, that (i) any such payment shall be made by the Company to the Holder on a Friday of the week during which such Proceeds were raised by the Company, (ii) any Proceeds from the sale of such securities sold on or before January 8, 2025 shall be excluded, and (iii) any Proceeds received by the Holder before January 21, 2025 shall be applied towards the repayment of the Notes. The Amendment also provides that, if the Redemption Agreement becomes null and void pursuant to the terms of the Redemption Agreement, then all Proceeds previously paid by the Company to the Holder pursuant to the Redemption Agreement shall instead be applied towards the repayment of the Notes.
The preceding descriptions of the Redemption Agreement and the Amendment purport to be summaries only and are qualified in their entirety by reference to the full text of such documents, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference
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Item 1.02 Termination of a Material Definitive Agreement
The information outlined in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Warrant Redemption and Cancellation Agreement, dated January 21, 2025. | |
| 10.2 | Form of Amendment No,1 to Waiver, dated January 22, 2025. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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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 22, 2025 | LA ROSA HOLDINGS CORP. | |
| By: | /s/ Joseph La Rosa | |
| Name: | Joseph La Rosa | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
WARRANT REDEMPTION AND CANCELLATION AGREEMENT
THIS WARRANT REDEMPTION AND CANCELLATION AGREEMENT (the “Agreement”) is made and entered into as of January 22, 2025, by and between Mast Hill Fund, L.P., a Delaware limited partnership (the “Warrant Holder”), and La Rosa Holdings Corp., a Nevada corporation (the “Company”).
RECITALS
WHEREAS, the Warrant Holder was the owner of a Common Stock Purchase Warrant issued by the Company, dated as of February 20, 2024 (the “February First Warrant”), to acquire 120,000 shares (original amount, before any adjustments) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), which warrant was issued pursuant to the terms of a Securities Purchase Agreement between the Company and the Warrant Holder, dated February 20, 2024 (the “February Purchase Agreement”);
WHEREAS, the Warrant Holder was the owner of a Common Stock Purchase Warrant issued by the Company, dated as of February 20, 2024 (the “February Second Warrant”), to acquire 95,000 shares (prior to any adjustments) of the Common Stock, which warrant was issued pursuant to the terms of the February Purchase Agreement;
WHEREAS, the Warrant Holder is the owner of a Common Stock Purchase Warrant issued by the Company, dated as of April 1, 2024 (the “April First Warrant”), to acquire 150,000 shares (prior to any adjustments) of the Common Stock, which warrant was issued pursuant to the terms of a Securities Purchase Agreement between the Company and the Warrant Holder, dated April 1, 2024 (the “April Purchase Agreement”);
WHEREAS, the Warrant Holder is the owner of a Common Stock Purchase Warrant issued by the Company, dated as of April 1, 2024 (the “April Second Warrant”), to acquire 152,300 shares (prior to any adjustments) of the Common Stock, which warrant was issued pursuant to the terms of the April Purchase Agreement;
WHEREAS, the Warrant Holder was the owner of a Common Stock Purchase Warrant issued by the Company, dated as of July 16, 2024 (the “July First Warrant”), to acquire 53,700 shares (prior to any adjustments) of the Common Stock, which warrant was issued pursuant to the terms of a Securities Purchase Agreement between the Company and the Warrant Holder, dated July 16, 2024 (the “July Purchase Agreement”);
WHEREAS, the Warrant Holder is the owner of a Common Stock Purchase Warrant issued by the Company, dated as of July 16, 2024 (the “July Second Warrant”, and together with April First Warrant and April Second Warrant, the “Warrants”), to acquire 54,200 shares (prior to any adjustments) of the Common Stock, which warrant was issued pursuant to the terms of the July Purchase Agreement;
WHEREAS, as of the date of this Agreement and after all adjustments pursuant to the Warrants, the Warrants are exercisable for 2,446,634 shares of common stock of the Company (assuming a cash exercise of the Warrants) (the “Warrant Shares”);
WHEREAS, the Company and the Holder have agreed that the Warrants shall be redeemed and cancelled upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Redemption and Cancellation of the Warrants. (a) On or before February 3, 2025 (the “Closing Date”), the Company shall pay to the Warrant Holder $379,082.79 (the “Redemption Price”) by wire transfer of immediately available funds to an account designated by the Warrant Holder in consideration of the redemption and cancellation of the 100% of the Warrants. From the date of this Agreement to the Closing Date, the Warrant Holder shall not have a right to exercise all or some of the Warrants partially or in full. Upon the Warrant Holder’s receipt of the Redemption Price on or prior to the Closing Date, the Warrants shall be redeemed, cancelled and terminated in full, and the Warrant Holder shall have no rights under the Warrants and no equity interest in the Company whatsoever by virtue of any warrants (other than to receive shares pursuant to a validly tendered Notice of Exercise given before the date of this Agreement).
(b) If the Warrant Holder has not received the Redemption Price on or prior to the Closing Date, then this Agreement shall automatically be null and void and of no further force or effect.
(c) The Warrant Holder and the Company agree and confirm that the February First Warrant and July First Warrant were fully exercised by the Warrant Holder prior to the date of this Agreement.
(d) The Warrant Holder and the Company agreed and confirm that February Second Warrant was cancelled and extinguished in its entirety pursuant to Section 2(j) of the February Second Warrant due to the full repayment of the Note (as defined in February Second Warrant) prior to the date of this Agreement.
2. Warrant Holder Representations. The Warrant Holder hereby represents and warrants that (a) it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization, (b) it has the requisite power and authority to enter into this Agreement and perform its obligations hereunder; (c) this Agreement has been duly authorized, executed and delivered by it and constitutes a valid and binding obligation of the Warrant Holder, enforceable in accordance with its terms; (d) it is not subject to or obligated under any provision of its charter or bylaws, or other organizational documents, which would be breached or violated by the execution, delivery and performance by the Warrant Holder of this Agreement and the consummation of the transactions contemplated hereby; (e) the Warrant Holder is the registered owner of the Warrants and possesses good title thereto, free and clear of all liens, charges and encumbrances; (f) the Warrant Holder has been furnished with all the information it deems necessary or desirable to evaluate the merits and risks of redeeming the Warrants as provided herein, and has been given the opportunity to ask questions of and receive answers from the representatives of the Company with respect to this Agreement and the transactions contemplated hereby; and (g) the Warrant Holder is financially sophisticated and able to evaluate the risks and merits of this transaction.
3. Company Representations. The Company hereby represents and warrants that (a) it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization, (b) it has the requisite power and authority to enter into this Agreement and perform its obligations hereunder; (c) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable in accordance with its terms; and (d) it is not subject to or obligated under any provision of its charter or bylaws or organizational documents which would be breached or violated by the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby.
4. Arbitration of Claims; Governing Law; and Venue. Section 13 of July Second Warrant shall apply to this Agreement.
5. Further Assurances. The Warrant Holder shall, upon the request of the Company, execute and deliver such documents and take such action reasonably deemed by the Company to be necessary to effectuate the purposes and objectives of this Agreement, at the sole cost and expense of the Company. The Company shall, upon the request of the Warrant Holder, execute and deliver such documents and take such action reasonably deemed by the Warrant Holder to be necessary to effectuate the purposes and objectives of this Agreement, at the sole cost and expense of the Company (not including any attorney fees to be paid by the Warrant Holder).
6. Assignments. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns but will not be assignable or delegable by any party hereto without the prior written consent of the other party.
7. Entire Agreement; Amendment. This Agreement contains all of the terms, conditions and representations and warranties agreed upon by the parties hereto relating to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties hereto, oral or written, respecting such subject matter. No amendment or modification of, or relating to, this Agreement will be effective except by an agreement in writing duly executed by the parties hereto.
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8. Counterparts; Deliveries. This Agreement may be executed in two or more counterparts, each of which when so executed and delivered to the other party hereto shall be deemed an original. The executed page(s) from each original may be joined together and attached to one such original and shall thereupon constitute one and the same instrument. Such counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
9. Third Parties. Nothing in this Agreement, express or implied, is intended to confer on any person or entity other than the parties hereto or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
10. SEC Filing. On or before 5:30 p.m., New York time, on January 22, 2025, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by this Agreement in the form required by the Exchange Act and attaching the form of this Agreement (including all attachments, the “8-K Filing”). After the issuance of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) delivered to the Warrant Holder by the Company, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by this Agreement. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement with respect to the transactions contemplated by this Agreement or as otherwise disclosed in the 8-K Filing, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Warrant Holder or any of their affiliates, on the other hand, shall terminate. Neither the Company, its subsidiaries nor the Warrant Holder shall issue any other press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of the Warrant Holder, to make a press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith or (ii) as is required by applicable law and regulations.
11. Miscellaneous. This Agreement shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Warrants. Except as specifically modified hereby, all of the provisions of the Warrants, which are not in conflict with the terms of this Agreement, shall remain in full force and effect.
[signature page to follow]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
| THE COMPANY: | ||
| LA ROSA HOLDINGS CORP. | ||
| By: | ||
| Name: | Joseph La Rosa | |
| Title: | Chief Executive Officer | |
| WARRANT HOLDER: | ||
| MAST HILL FUND, L.P. | ||
| By: | ||
| Name: | Patrick Hassani | |
| Title: | Chief Investment Officer | |
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Exhibit 10.2
AMENDMENT NO. 1 TO WAIVER
This amendment no. 1 to the Waiver (as defined below) (“Amendment”) is entered into by and between La Rosa Holdings Corp., a Nevada corporation (the “Company”) and Mast Hill Fund, L.P., a Delaware limited partnership (“Holder”), on January 22, 2025. The Company and the Holder entered into that certain waiver on January 8, 2025 (the “Waiver”). Each of the Company and Holder is a “Party” to this Waiver and the Company and the Holder, collectively, the “Parties” hereto. The Parties hereto hereby agree as follows:
| 1. | Section 2 of the Waiver shall be deleted in its entirety and replaced with the following: |
“The Company shall pay 100% of any cash proceeds raised by the Company from the sale of securities pursuant to its Registration Statement on Form S-3 filed on or around November 22, 2024, and declared effective by the Securities and Exchange Commission on or around December 19, 2024 (the “Proceeds”) to the Holder first towards the repayment of the Redemption Price as defined in the Warrant Redemption Agreement (as defined herein) until it is paid in full, and after that towards the repayment of the Notes, provided, however, that (i) any such payment shall be made by the Company to the Holder on a Friday of the week during which such Proceeds were raised by the Company, (ii) any Proceeds from the sale of the aforementioned securities sold on or before January 8, 2025 shall be excluded, and (iii) notwithstanding anything herein to the contrary, any Proceeds received by the Holder pursuant to the Waiver before January 21, 2025, shall be applied towards the repayment of the Notes. “Warrant Redemption Agreement” shall mean that certain warrant redemption and cancellation agreement entered into by the Parties on or around January 22, 2025. Notwithstanding the foregoing, if the Warrant Redemption Agreement becomes null and void pursuant to the terms of the Warrant Redemption Agreement, then all Proceeds previously paid by the Company to the Holder pursuant to the Warrant Redemption Agreement shall instead be applied towards the repayment of the Notes.”
| 2. | Except as set forth above, all of the terms, conditions and provisions of the Waiver shall be and remain in full force and effect. |
[signature page to follow]
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed on January 22, 2025.
COMPANY:
LA ROSA HOLDINGS CORP.
| By: | ||
| Name: JOSEPH LA ROSA | ||
| Title: CHIEF EXECUTIVE OFFICER |
HOLDER:
MAST HILL FUND, L.P.
| By: | ||
| Name: PATRICK HASSANI | ||
| Title: CHIEF INVESTMENT OFFICER |