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.
SPA Amendment
As previously reported in a Current Report on Form 8-K of La Rosa Holdings Corp., a Nevada corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2025 (the “Prior 8-K”), on November 12, 2025, the Company entered into that Securities Purchase Agreement, as amended, (the “SPA”), with certain institutional investors (the “Investors”), pursuant to which the Company agreed to issue and sell, and the Investors agreed to purchase, among other things, in multiple closings, a new series of senior secured convertible notes of the Company in an aggregate original principal amount of up to $250,000,000 (the “Notes”), subject to the satisfaction or waiver of certain closing conditions.
On March 24, 2026, the Company and Investors entered into an Amendment to the SPA (the “SPA Amendment”) to amend the SPA and provide that the net proceeds to the Company from any further equity line of credit, equity purchase facility, or at-the-market offering shall be allocated as follows: (i) until such time as the Company has paid to its placement agent and financial advisor (together, the “Advisors”) an aggregate of $751,220.76 in deferred fees (1) 20% to pay any outstanding deferred fees due to the Advisors, (2) 40% to acquire Note Purchased Crypto (as defined in the SPA) as a treasury asset for the Company’s balance sheet, and (3) the remaining 40% for general corporate purposes, working capital, acquisitions and other strategic transactions (including, but not limited to, developing next-generation data center infrastructure for AI computing), and (ii) thereafter (1) 50% of the net proceeds shall be used to acquire Note Purchased Crypto as a treasury asset for the Company’s balance sheet and (2) the remaining 50% of the net proceeds shall be used for general corporate purposes, working capital, acquisitions and other strategic transactions (including, but not limited to, developing next-generation data center infrastructure for AI computing), including payment of an additional $77,000 in deferred fees to the Advisors due and payable not earlier than December 31, 2026.
In addition, the Company agreed to reimburse the Buyers and the Advisors for their costs and expenses, including legal fees, in an aggregate amount of up to $65,000, payable from the net proceeds from the sale of common stock of the Company pursuant to any equity line of credit, equity purchase facility or at-the-market offering.
Except as amended by the SPA Amendment, all other terms of the SPA including the exhibits thereto, remain unchanged and are in full force and effect.
Token Right Amendment
Also as previously reported in the Prior 8-K, on November 12, 2025 the Company issued a Token Right (the “Token Right”) to a certain Investor that entitles it to receive upon exercise and for no further consideration an aggregate number of Right Tokens (as defined therein) equal to the sum of (i) fifty percent (50%) of any and all Tokens (as defined in the Token Right) purchased by the Company using the net proceeds of each closing and (ii) twenty-five percent (25%) of any and all Tokens purchased by the Company using the net proceeds of any Other Financing (as defined therein). On March 24, 2026, the Company and Investors entered into Amendment No. 1 to the Token Right (the “Token Right Amendment”), under which the Investor will be entitled to receive upon an aggregate number of Right Tokens equal to the sum of (i) fifty percent (50%) of any and all Tokens purchased by the Company on and after the Issuance Date using the net proceeds of each closing under the SPA and (ii) fifty six and one quarter percent (56.25%) of any and all Tokens purchased by the Company on and after the Issuance Date using the net proceeds of any Other Financing (as defined in the Token Right).
Except as amended by the Token Right Amendment, all other terms of the Token Right remain unchanged and are in full force and effect.
The preceding descriptions of the SPA Amendment and Token Right Amendment are 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 to this Current Report on Form 8-K, respectively, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Amendment, dated March 24, 2026, to the Securities Purchase Agreement, dated November 12 2025. | |
| 10.2 | Form of Token Right Amendment, dated March 24, 2026, to the Token Right, dated November 12, 2025. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
1
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: March 25, 2026 | LA ROSA HOLDINGS CORP. | |
| By: | /s/ Joseph La Rosa | |
| Name: | Joseph La Rosa | |
| Title: | Chief Executive Officer | |
2
Exhibit 10.1
AMENDMENT TO SECURITIES PURCHASE AGREEMENT
THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 24, 2026, is made by and between La Rosa Holdings Corp., a Nevada corporation (the “Company”), and ATW AI Infrastructure III LLC and ATW AI Infrastructure IIIB LLC (together, the “Buyers”).
WHEREAS, on November 12, 2025, the Company and the Buyers entered into that certain Securities Purchase Agreement (the “Securities Purchase Agreement”) pursuant to which, among other things, the Company agreed to issue and sell, and the Buyers agreed to purchase, certain securities of the Company.
WHEREAS, the Company and the Buyers desire to amend the Securities Purchase Agreement as set forth herein.
NOW, THEREFORE, for other good and valuable consideration, the parties hereto hereby agree as follows:
1. All capitalized terms used, but not otherwise defined, herein shall have the respective meanings set forth in the Securities Purchase Agreement.
2. Section 4(d) of the Securities Purchase Agreement is hereby amended and restated as follows:
(d) The Company shall use the proceeds from the sale of the Securities as follows: (A) at the Initial Closing, (i) $7,000,000 of net proceeds shall be used to acquire Note Purchased Crypto (as defined in the Notes) as a treasury asset for the Company’s balance sheet, (ii) $2,000,000 of the net proceeds shall be used to redeem a portion of the outstanding shares of Series X Preferred Stock pursuant to the Redemption Agreement, (iii) $500,000 of the net proceeds shall be kept in a controlled account and shall be released to fund the redemption of remaining shares of Series X Preferred Stock in accordance with the terms of the Redemption Agreement, and (iv) any remaining proceeds, not to exceed $400,000, from the Initial Closing shall be used for general corporate purposes, working capital, acquisitions and other strategic transactions (including, but not limited to, developing next-generation data center infrastructure for AI computing) and (B) at any Additional Closing, ninety percent (90%) of net proceeds shall be used to acquire Note Purchased Crypto as a treasury asset for the Company’s balance sheet, and any remaining proceeds from the Additional Closing shall be used for general corporate purposes, working capital, acquisitions and other strategic transactions (including, but not limited to developing next-generation data center infrastructure for AI computing), but not, in any case without the consent of the Lead Buyer, directly or indirectly, for (i) the satisfaction of any indebtedness of the Company or any of its Subsidiaries, (ii) the redemption or repurchase of any securities of the Company or any of its Subsidiaries, except for any redemption of shares of Series X Preferred Stock pursuant to the Redemption Agreement, or (iii) the settlement of any outstanding litigation. In addition, the net proceeds from the sale of Common Stock pursuant to any equity line of credit, equity purchase facility or at-the-market offering shall be used as follows: (i) until such time as the Company has paid to A.G.P./Alliance Global Partners, its financial advisor, and Curvature Securities LLC, its placement agent, (together, the “Advisors”) an aggregate of $751,220.76 in deferred fees, (1) 20% of the net proceeds shall be used to pay any outstanding deferred fees due to the Advisors, (2) 40% of the net proceeds shall be used to acquire Note Purchased Crypto as a treasury asset for the Company’s balance sheet, and (3) the remaining 40% of the net proceeds shall be used for general corporate purposes, working capital, acquisitions and other strategic transactions (including, but not limited to, developing next-generation data center infrastructure for AI computing), and (ii) thereafter, (1) 50% of the net proceeds shall be used to acquire Note Purchased Crypto as a treasury asset for the Company’s balance sheet and (2) the remaining 50% of the net proceeds shall be used for general corporate purposes, working capital, acquisitions and other strategic transactions (including, but not limited to, developing next-generation data center infrastructure for AI computing), including payment of additional $77,000 fees to the Advisors which shall become due and payable not earlier than on December 31, 2026.
3. In connection with this Agreement, the Company hereby agrees to reimburse the Buyers and the Advisors for all their costs and expenses, including legal fees and expenses, incurred by them or their affiliates in an aggregate amount not to exceed $32,500 payable to Sullivan & Worcester LLP and $32,500 payable to Kelley Drye & Warren LLP, which costs and expenses shall be payable using the net proceeds from the sale of Common Stock pursuant to any equity line of credit, equity purchase facility or at-the-market offering.
4. Except as specifically modified and amended herein, all other terms, conditions and covenants contained in the Securities Purchase Agreement shall remain in full force and effect.
5. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument.
6. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Company and the Buyers.
7. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with Section 9(a) of the Securities Purchase Agreement.
[SIGNATURE PAGE FOLLOWS]
2
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
COMPANY:
LA ROSA HOLDINGS CORP.
| By: | ||
| Name: | Joseph La Rosa | |
| Title: | Chief Executive Officer | |
| BUYERS: | ||
| ATW AI Infrastructure III LLC | ||
| By: | ||
| Name: | Antonio Ruiz-Gimenez | |
| Title: | Managing Partner | |
| ATW AI Infrastructure IIIB LLC | ||
| By: | ||
| Name: | Antonio Ruiz-Gimenez | |
| Title: | Managing Partner | |
[Signature Page to Amendment to Securities Purchase Agreement]
Exhibit 10.2
AMENDMENT TO TOKEN RIGHT
This AMENDMENT TO TOKEN RIGHT (this “Amendment”) is entered into as of March 24, 2026, by and between La Rosa Holdings Corp., a Nevada corporation (the “Company”), and ATW AI Infrastructure IIIB LLC (the “Holder”).
WHEREAS, the Company issued to the Holder that certain Right to Receive Tokens (the “Original Right”) on November 12, 2025;
WHEREAS, the Original Right provides, in part, that the Holder is entitled to receive twenty-five percent (25%) of any and all Tokens (as defined in the Original Right) purchased by the Company on and after the Issuance Date using the net proceeds of any Other Financing (as defined in the Original Right);
WHEREAS, pursuant to Section 8 of the Original Right, the Original Right may be modified or amended, or the provisions thereof waived, with the written consent of the Company and the Holder; and
WHEREAS, the Company and the Holder desire to amend the Original Right as set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Holder hereby agree as follows:
1. Amendment to Preamble. The preamble of the Original Right is hereby amended and restated in its entirety as follows:
“La Rosa Holdings Corp., a Nevada corporation (the “Company”), hereby certifies that ATW AI Infrastructure IIIB LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to receive from the Company, upon exercise of this Right to Receive Tokens (including any Right to Receive Tokens issued in exchange, transfer or replacement hereof) (the “Right”), at any time or times on or after the date that is the sixtieth (60th) day after the Issuance Date (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), a number of Tokens equal to (i) fifty percent (50%) of any and all Tokens purchased by the Company on and after the Issuance Date using the net proceeds of each Closing (as defined in the Securities Purchase Agreement) pursuant to and as required by that certain securities purchase agreement, dated as of November 12, 2025, by and among the Company and the investor thereto (as it may be amended from time to time, the “Securities Purchase Agreement”) and (ii) fifty six and one quarter percent (56.25%) of any and all Tokens purchased by the Company on and after the Issuance Date using the net proceeds of any Other Financing (as defined below) ((i) and (ii) collectively, the “Right Tokens”). The Company agrees and acknowledges that the number of Right Tokens subject to this Right shall be determined from time to time and no less frequently than upon the occurrence of each Closing (as defined in the Securities Purchase Agreement) or the closing of any Other Financing on or after the Issuance Date and, in any case, no less than weekly at the reasonable request of the Holder. Except as otherwise defined herein, capitalized terms in this Right shall have the meanings set forth in Section 16.”
2. No Further Amendment. Except as amended by this Amendment, the Original Right remains unaltered and shall remain in full force and effect.
3. Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be determined in accordance with Section 10 of the Original Right.
4. Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered by electronic mail (including as a PDF file) or other transmission method shall be deemed to be original signatures, shall be valid and binding, and, upon delivery, shall constitute due execution of this Amendment.
[Signature page follows]
IN WITNESS WHEREOF, each of the Company and the Holder has caused this Amendment to be executed and delivered by its officer thereunto duly authorized as of the date first above indicated.
| COMPANY | ||
| LA ROSA HOLDINGS CORP. | ||
| By: | ||
| Name: | Joseph La Rosa | |
| Title: | Chief Executive Officer | |
| HOLDER | ||
| ATW AI INFRASTRUCTURE IIIB LLC | ||
| By: | ||
| Name: | Antonio Ruiz-Gimenez | |
| Title: | Managing Partner | |
[Signature Page to Amendment to Token Right]