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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 25, 2024
| La Rosa Holdings Corp. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
|
001-41588 |
|
87-1641189 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
1420
Celebration Blvd., 2nd
Floor
Celebration, Florida |
|
34747 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (321) 250-1799
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.0001 par value |
|
LRHC |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into
a Material Definitive Agreement.
Global Amendment to
the Notes
On September 25, 2024,
La Rosa Holdings Corp., a Nevada corporation (the “Company”), and an institutional accredited investor (the “Holder”),
entered into that certain Global Amendment (the “Amendment”) to that certain senior secured promissory note in the
original principal amount of $1,052,631.58 dated on or around February 20, 2024 (the “First Note”), to that certain
senior secured promissory note in the original principal amount of $1,316,000.00 dated on or around April 1, 2024 (the “Second
Note”), and to that certain senior secured promissory note in the original principal amount of $468,000.00 dated on or around
July 16, 2024 (the “Third Note”, and collectively with the First Note and Second Note, the “Notes”).
Pursuant to the Amendment,
the parties agreed that:
| (i) | the maturity date of the Notes shall be amended to August 1, 2025, |
| (ii) | the Company shall pay $200,000.00 in cash to the Holder on or before September 30, 2024, which among shall
reduce an outstanding balance under the First Note, |
| (iii) | in lieu of all the payments currently required under the Notes, starting February 1, 2025, the Company
shall pay to the Holder $250,000.00 monthly towards the repayment of the Notes, with the remaining balance of the Notes due on the August
1, 2025, each of such payments to be applied to the Third Note until it is fully repaid, then to the Second Note until it is fully repaid,
and then to the First Note; |
| (iv) | beginning September 25, 2024, the Holder shall not effectuate any conversion(s) of the Notes into common
stock of the Company unless (i) the Company fails to comply with the terms of the Amendment or (ii) there is an event of default under
any of the Notes. |
The parties to the Amendment
also agreed that, as a condition to the effectiveness of the Amendment, on or before September 30, 2024, Celebration Corporate Center,
LLC will guarantee all of the payment obligations under the Notes.
Promissory Note:
On September 27, 2024,
the Company issued to an unaffiliated private investor (the “Investor”) a promissory note (“Promissory Note”)
in the principal amount of $200,000. Interest accrues on the principal amount at 12.5% per annum. The Promissory Note shall be repaid
in three monthly installments beginning on November 1, 2024. The Company may prepay this loan at any time without penalty, any prepayment
will reduce the amount of interest owed on the Promissory Note.
The preceding description
of the Amendment and the Promissory Note purport to be a summary only and is qualified in its entirety by reference to the full text of
such documents, copies of which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated herein
by reference.
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.
Item 3.02. Unregistered
Sales of Equity Securities.
The disclosure under
Item 1.01 of this Current Report on Form 8-K is incorporated hereby reference.
The Company issued the
Promissory Note 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.
Item 7.01 Regulation FD Disclosure.
On September 26, 2024, the Company issued a press
release announcing signing of the Amendment described in Item 1.01 of this Current Report on Form 8-K. The press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information
furnished pursuant to this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under
that section, nor shall it be deemed to be incorporated by reference in any filing made by the Company under the Securities Act or the
Exchange Act, except as otherwise expressly set forth by specific reference in such filing.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
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: October 1, 2024 |
LA ROSA HOLDINGS CORP. |
| |
|
|
| |
By: |
/s/ Joseph La Rosa |
| |
Name: |
Joseph La Rosa |
| |
Title: |
Chief Executive Officer |
4
Exhibit 4.1
GLOBAL AMENDMENT TO THE
NOTES
THIS GLOBAL AMENDMENT
to the Notes (as defined below) (the “Amendment”) is entered into as of September 25, 2024 (the “Effective Date”),
by and between LA ROSA HOLDINGS CORP., a Nevada corporation (the “Company”), and Mast Hill Fund, L.P., a Delaware limited
partnership (the “Holder”) (collectively the “Parties”).
BACKGROUND
A. The
Company and Holder are the parties to that certain senior secured promissory note in the original principal amount of $1,052,631.58 dated
on or around February 20, 2024 (the “First Note”); and
B. The
Company and Holder are the parties to that certain senior secured promissory note in the original principal amount of $1,316,000.00 dated
on or around April 1, 2024 (the “Second Note”); and
C. The
Company and Holder are the parties to that certain senior secured promissory note in the original principal amount of $468,000.00 dated
on or around July 16, 2024 (the “Third Note”, and collectively with the First Note and Second Note, the “Notes”);
and
D. The
Parties desire to amend the Notes as set forth expressly below.
NOW THEREFORE, in consideration of
the execution and delivery of the Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1. The
“Maturity Date” (as defined in the Notes) of the Notes shall be amended to August 1, 2025.
2. The
Company shall pay $200,000.00 in cash to the Holder on or before September 30, 2024. Such payment shall be applied to and reduce the outstanding
balance under the First Note. The Holder hereby waives the requirements of Section 1.9 of the First Note and the requirements of Sections
1.10 of the Second Note and the Third Note with respect to this payment.
3. In
lieu of all the payments currently required under Section 4.16 of the Notes, the Company shall instead pay $250,000.00 to Holder on February
1, 2025, as well as $250,000.00 to Holder on the first calendar day of each calendar month thereafter, towards the repayment of the Notes,
with the remaining balance of the Notes due on the Maturity Date. Each of the aforementioned payments shall be deemed an “Amortization
Payment” under each of the Notes. Each of the aforementioned payments shall first be applied to the Third Note until the Third Note
is repaid in the entirety, following which such payments shall be applied to the Second Note until the Second Note is repaid in the entirety,
following which such payments shall be applied to the First Note. In no event the repayment of the Notes, as described herein, shall constitute
an Event of Default under any of the Notes.
4. Beginning
on the date of this Amendment, the Holder shall not effectuate any conversion(s) of the Notes into common stock of the Company unless
(i) the Company fails to comply with the terms of this Amendment or (ii) an Event of Default (as defined in each of the Notes) occurs
under any of the Notes. The Parties hereby agree that in no event a forbearance on conversion of the Notes described herein shall constitute
an Event of Default under any of the Notes.
5. If,
on or before September 30, 2024, all of the payment obligations under the Notes are not guaranteed by Celebration Corporate Center, LLC,
a Florida limited liability company, pursuant to a guaranty and security agreement in
form acceptable to the Holder in Holder’s sole discretion, which shall include a security interest in the property located at 1420
Celebration Blvd, Suite 201-258, Celebration, FL, 34747, then this Amendment shall be null and void and of no further force or effect.
6. If
an Event of Default (as defined in each of the Notes) occurs under any of the Notes, this Amendment shall be null and void and of no further
force or effect.
7. Section
4.6 of the Third Note shall apply to this Amendment.
8. This
Amendment may be executed in two or more counterparts, each of which when so executed and delivered to the other party 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. This
Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Notes.
Except as specifically modified hereby, all of the provisions of the Notes, which are not in conflict with the terms of this Amendment,
shall remain in full force and effect.
[Signature page to follow]
IN WITNESS WHEREOF, the parties
hereto have executed this Amendment as of the date first above written.
| LA ROSA HOLDINGS CORP. |
|
Mast Hill Fund, L.P. |
| |
|
|
| By: |
|
|
By: |
|
| Name: |
Joseph La Rosa |
|
Name: |
Patrick Hassani |
| Title: |
Chief Executive Officer |
|
Title: |
Chief Investment Officer |
Exhibit 4.2
Promissory Note
Date: September 27, 2024
Lender: Hilary Auerbach
Borrower: La Rosa Holdings Corp.
Loan Amount: $200,000
Interest Rate: 12.5% annually
Terms and Conditions:
The Lender agrees to loan the Borrower $200,000 on September
26, 2024.
Interest on the loan will accrue at an
annual rate of 12.5%, calculated based on the outstanding principal balance.
The Borrower agrees to make three
monthly payments of $75,000, beginning on November 1, 2024, with subsequent payments due on December 1, 2024, and January 1, 2025. The
payments include both Principal and Interest.
The Borrower
will repay a total of $225,000. This total includes $200,000 in principal and $25,000 in interest. After the payment on January 1,
2025, the Borrower’s obligation under this note will be fully satisfied.
The last payment under this note is due
on January 1, 2025, at which point the full amount of $225,000 (Principal + Interest) will have been repaid.
The Borrower may prepay this loan
at any time without penalty. Any prepayment will reduce the amount of interest owed on the loan.
CEO and Founder of La Rosa Holdings, Joseph
A. La Rosa, personally guarantees this loan, meaning that Mr. La Rosa’s personal assets may be used to satisfy the debt if the Borrower
fails to fulfill the obligations outlined in this note. The Borrower acknowledges that this guarantee is unconditional and irrevocable
until the full loan amount and accrued interest are paid.
This note shall be governed by and construed
in accordance with the laws of Florida. Signatures:
| |
|
| Lender’s Signature |
|
| Date: |
|
|
| |
|
| |
|
| Borrower’s Signature |
|
| Date: |
|
|
Exhibit 99.1
La Rosa Holdings Announces Debt Restructuring;
Conversion Rights Halted and Principal & Interest Payments Deferred Until February 2025
Restructuring benefits financial
position and reduces debt under the notes by approximately 9.5%
Reaffirms target of $100 million
annualized revenue exit run rate for 2024,
with profitability expected in 2025
Celebration, FL – September 26,
2024 – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”),
a holding company for six agent-centric, technology-integrated, cloud-based, multi-service real estate segments, today announced
that it has entered into an amendment with its noteholder to restructure debt under three outstanding notes issued to the holder in February,
April, and July 2024. As part of the amendment, the Company agreed to repay to the holder $200,000 of the debt under the notes, and all
principal and interest payments under the notes have been deferred until February 1, 2025. Starting February 1, 2025, the Company will
pay monthly payments to the holder, which shall be first applied to the July note until it is repaid in the entirety, and then to the
April note until it is repaid in the entirety, following which such payments shall be applied to the February note. Additionally, maturity
dates under all three notes were extended to August 1, 2025, and the holder agreed not to effectuate any conversions of the notes unless
the Company fails to comply with the amendment or there is an event of default under the notes. The Company believes that this strategic
restructuring strengthens the Company’s financial position by reducing total debt under the notes by approximately 9.5%, providing
greater financial flexibility to pursue growth initiatives and long-term objectives.
Joe La Rosa, CEO of La Rosa Holdings, commented,
“We believe that this debt restructuring is an important step in strengthening our financial foundation as we accelerate our growth
momentum. By consolidating payments under the outstanding notes, deferring principal and interest payments until February 2025 and the
holder agreeing to halt conversions of the notes, we are significantly improving our financial position. This not only reduces our debt
under the notes by approximately 9.5%, but also provides us with the flexibility to reinvest in the business, focus on expansion, and
execute our strategic acquisition plans.”
“We have additional acquisitions that we
hope to close by the end of the year, which we plan to primarily fund with stock. We believe this strategy will allow us to expand our
market footprint while minimizing additional debt. Additionally, as previously announced over 400 new agents onboarded since June 1, 2024.
We believe that this fact demonstrates our ability to scale effectively, driven by our agent-centric, technology-integrated model. Within
the next six months, we expect the Company to be in a significantly stronger position, with improvements in both our top and bottom lines
through targeted acquisitions and organic growth. We aim at achieving an annualized revenue run rate of $100 million by the end of 2024
and reaching profitability in 2025, assuming that all of our planned acquisitions are consummated before the end of 2024. Our team is
fully committed to delivering long-term value for our shareholders, and this restructuring positions us to capitalize on new opportunities
as we continue to scale,” concluded Mr. La Rosa.
About La Rosa Holdings Corp.
La Rosa Holdings Corp. (Nasdaq: LRHC) is disrupting
the real estate industry by offering agents a choice between a revenue share model or an annual fee-based model with 100% agent commissions.
Leveraging its proprietary technology platform, La Rosa empowers agents and franchisees to deliver top-tier service to their clients.
The Company provides both residential and commercial real estate brokerage services and offers technology-based products and services
to its sales agents and franchise agents.
La Rosa’s business model is structured around
internal services for agents and external services for the public, including residential and commercial real estate brokerage, franchising,
real estate brokerage education and coaching, and property management. The Company has 24 La Rosa Realty corporate real estate brokerage
offices and branches located in Florida, California, Texas, Georgia, and Puerto Rico. The Company also has 13 La Rosa Realty franchised
real estate brokerage offices and branches and two affiliated real estate brokerage offices in the United States and Puerto Rico.
For more information, please visit: https://www.larosaholdings.com.
Stay connected with La Rosa, sign up for news
alerts here: larosaholdings.com/email-alerts.
Forward-Looking Statements
This press release contains forward-looking
statements regarding the Company’s current expectations that are subject to various risks and uncertainties. Such statements include
statements regarding the Company’s ability to grow its business and other statements that are not historical facts, including statements
which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,”
“anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,”
“hopes,” “potential” or similar words. These statements are not guarantees of future performance and
are subject to certain risks, uncertainties and assumptions that are difficult to predict. Actual results could differ materially from
those described in these forward-looking statements due to certain factors, including without limitation, the Company’s ability to achieve
profitable operations, our ability to successfully integrate acquisitions into our business operations, customer acceptance of new services,
the demand for the Company’s services and the Company’s customers’ economic condition, the impact of competitive services
and pricing, general economic conditions, the successful integration of the Company’s past and future acquired brokerages, the effect
of the recent National Association of Realtors’ landmark settlement on our business operations, and other risk factors detailed in the
Company’s filings with the United States Securities and Exchange Commission (the “SEC”). You are urged to carefully review
and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors”
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and other reports and documents that we file from time
to time with the SEC, including our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024. Forward-looking statements
contained in this press release are made only as of the date of this press release, and La Rosa does not undertake any responsibility
to update any forward-looking statements in this release, except as may be required by applicable law. References and links to websites
have been provided as a convenience, and the information contained on such websites has not been incorporated by reference into this press
release.
For more information, contact: info@larosaholdings.com
Investor Relations Contact:
Crescendo Communications, LLC
David Waldman/Natalya Rudman
Tel: (212) 671-1020
Email: LRHC@crescendo-ir.com
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
La Rosa (NASDAQ:LRHC)
Historical Stock Chart
From Dec 2024 to Jan 2025
La Rosa (NASDAQ:LRHC)
Historical Stock Chart
From Jan 2024 to Jan 2025
