[144] Cipher Mining Inc. Warrant SEC Filing

Rhea-AI Filing Summary

La Rosa Holdings Corp. (LRHC) has distributed a Preliminary Information Statement (Schedule 14C) announcing that stockholders holding approximately 97.2 % of voting power—principally CEO Joseph La Rosa via common stock and Series X Super Voting Preferred Stock—have delivered written consent to approve two key corporate actions:

• Issuance of “New Conversion Shares” above Nasdaq’s 19.99 % threshold. The consent satisfies Nasdaq Listing Rules 5635(b) and 5635(d) in connection with the June 18 2025 Exchange Agreement under which the Company swapped Incremental Warrants for 6,000 shares of Series B Convertible Preferred Stock. These preferred shares convert at the lesser of a fixed $0.25 price or a variable “Alternate Conversion Price” (floor $0.082 and 95 % of the 7-day VWAP), subject to a 4.99 % ownership cap per holder. The note principal associated with the earlier financing is $5.5 million; full conversion could exceed the 20 % issuance limit, hence the need for approval.
• Adoption of the Second Amended & Restated 2022 Equity Incentive Plan. The share pool rises from 156,250 (post 80-for-1 reverse split) to 374,961 shares, and the definition of “Consultant” is broadened to include wholly-owned legal entities of individuals.

The actions become effective 20 days after mailing. No meeting or proxy is required. Minority holders have no dissenter or appraisal rights.

Investor implications:

• The approval maintains Nasdaq listing compliance and unlocks the capital structure needed to convert the Series B Preferred Stock and potentially reduce debt.
• However, the variable-priced conversion and enlarged incentive plan introduce significant dilution risk for existing common shareholders.
• Control remains highly concentrated: 2,000 Series X shares carry 20 million votes (10,000 votes each), giving the CEO effective control over future corporate decisions.

Positive

• Nasdaq compliance achieved: Stockholder approval satisfies Rules 5635(b)/(d), preserving LRHC’s Capital Market listing.
• Financing flexibility: Clears path for conversion of $5.5 million note and use of Series B Preferred Stock without triggering default.
• Enhanced talent incentives: Increasing plan pool to 374,961 shares supports future employee and consultant retention.

Negative

• Substantial dilution risk: Series B conversion price can fall to $0.082, potentially issuing shares far exceeding 20 % of current float.
• Insider control: CEO and affiliates hold 97.2 % voting power via super-voting shares, limiting minority influence.
• Automatic share reserve increases: Equity plan allows annual increases up to 4 % of shares, compounding dilution.
• Variable pricing feature: Down-round protection lowers conversion price if LRHC issues cheaper securities, pressuring share value.

Insights

Equity Analyst

TL;DR Approval secures Nasdaq compliance and financing flexibility but sets up material dilution via low-priced preferred conversions.

The written consent clears the final hurdle for LRHC to issue common shares upon conversion of the Series B Preferred Stock tied to the $5.5 million senior secured note. Because the Alternate Conversion Price can reset down to $0.082—well below par—the potential share count expansion is substantial. While this flexibility may strengthen liquidity and honor financing agreements, it comes at the direct cost of current shareholders whose 729,687 outstanding common shares could be diluted many-fold. The 4.99 % individual cap limits single-holder control but does not curb aggregate dilution. Expansion of the equity plan further elevates future supply. On balance, I view the development as negative for equity value but necessary to avert Nasdaq compliance issues.

Corporate Governance Specialist

TL;DR Majority consent highlights extreme insider control; minority holders lack procedural remedies.

Joseph La Rosa controls 97 % of voting power through super-voting preferred shares, enabling unilateral approval. Such concentration, plus the ability to further reprice or reissue options under the incentive plan, weakens traditional shareholder checks. The filing is transparent about the actions but underscores governance risk: minority holders cannot block dilution, lack appraisal rights, and cannot influence compensation-related share issuances. While legal under Nevada law and Nasdaq rules, the structure is shareholder-unfriendly and should command a governance discount.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Citigroup Global Markets, Inc 388 Greenwich Street New York NY 10013	432990	2652583.34	371213387	07/11/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	03/11/2024	distribution of dividend from Bitfury	Bitfury			48834333	03/11/2024	distribution dividend

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
V3 Holding Ltd Serenia Residences Block B Palm Jumeirah Dubai C0 Dubai	Common Stock	07/09/2025	600000	3704950.00
V3 Holding Ltd Serenia Residences Block B Palm Jumeirah Dubai C0 Dubai	Common Stock	07/08/2025	600000	3648550.00
V3 Holding Ltd Serenia Residences Block B Palm Jumeirah Dubai C0 Dubai	Common Stock	07/10/2025	600000	3764650.00
V3 Holding Ltd Serenia Residences Block B Palm Jumeirah Dubai C0 Dubai	Common Stock	07/02/2025	500000	2641950.00
V3 Holding Ltd Serenia Residences Block B Palm Jumeirah Dubai C0 Dubai	Common Stock	07/01/2025	500000	2428700.00

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Why did La Rosa Holdings (LRHC) need stockholder approval for the Series B Preferred Stock conversion?

Because full conversion could exceed 19.99 % of outstanding common shares, Nasdaq Listing Rules 5635(b)/(d) required prior stockholder consent to maintain listing compliance.

What is the lowest possible conversion price for LRHC’s Series B Preferred Stock?

The Certificate of Designation sets a floor price of $0.082 per share, subject to a 95 % of 7-day VWAP calculation.

How many shares can now be granted under LRHC’s equity incentive plan?

The Second Amended 2022 Plan increases the maximum pool to 374,961 shares, from 156,250 previously.

When will the approved corporate actions become effective?

They take effect 20 calendar days after the Information Statement is first mailed to stockholders.

Do minority LRHC stockholders have dissenter or appraisal rights for these actions?

No. The Information Statement explicitly states that dissenter’s rights do not apply to these approvals.

What voting power does CEO Joseph La Rosa hold?

He controls 2,000 Series X Super Voting Preferred Shares (10,000 votes each) plus common stock, totaling 97.2 % of outstanding voting power.