La Rosa Holdings Corp SEC Filings

La Rosa Holdings Corp. (LRHC) filed a Form 8-K dated June 26, 2025 announcing that on June 23, 2025 it entered into Amendment No. 1 to its $5.5 million senior secured convertible note originally issued on February 4, 2025. The amendment, executed with the institutional investor that purchased the note, corrects previously identified errors in the definitions of (i) the “Maturity Date” and (ii) the “Alternate Conversion Price.” All other provisions of the Securities Purchase Agreement and the note remain in force. The corrected document is filed as Exhibit 4.1 and incorporated by reference.

No new financing was raised, and the company did not disclose revised numerical terms, updated financial statements, or forward-looking guidance. Nevertheless, clarifying the maturity schedule and conversion mechanics may remove uncertainty around potential dilution and repayment timing. The filing contains no other material events.

La Rosa Holdings Corp. (LRHC) filed a Form 8-K to disclose the execution and closing of an Amendment and Exchange Agreement with an institutional investor on 18 Jun 2025. The agreement replaces 16 previously issued Incremental Warrants—which had allowed the investor to purchase up to $40 million in additional senior secured notes—with 6,000 shares of newly created Series B Convertible Preferred Stock.

Key terms of the transaction

• The Initial Senior Secured Convertible Note for $5.5 million issued in February 2025 remains outstanding; only the Incremental Warrants were exchanged.
• A Certificate of Designation filed the same day establishes the Series B Preferred Stock.
• Shareholder approval is required for conversions that would push ownership above 19.99 % of LRHC’s outstanding common shares, in line with Nasdaq rules. Management must seek this approval within 120 days.
• Conversion mechanics: Holders may convert at (A) $0.25 per share or (B) 95 % of the lowest 7-day VWAP, but not below a $0.082 floor. If the alternate price is chosen, the conversion amount is grossed-up by 125 % (105 % upon a Change of Control).
• Beneficial-ownership cap: A single holder cannot exceed 4.99 % (optionally adjustable up to 9.99 %) after any conversion.
• Voting rights: Series B shares vote with common stock on an as-converted basis, subject to the same 4.99 % ceiling.
• No dividends accrue on the Series B shares.
• Company redemption option: LRHC may redeem all outstanding Series B shares at the higher of (i) the conversion amount or (ii) the value calculated from the highest closing price of the common stock during the specified look-back period.

Governance overlay: CEO Joseph La Rosa signed a Voting Agreement obligating him to vote his shares in favor of the required shareholder approval.

Material implications for investors

• The exchange eliminates $40 million of potential future senior debt, improving leverage visibility.
• However, the Series B Preferred introduces a new path for equity dilution, with a conversion price that can reset downward if LRHC issues stock below the prevailing conversion price.
• Obtaining shareholder approval within 120 days is critical; failure would cap conversions at 19.99 % and could complicate capital planning.
• The redemption feature offers LRHC flexibility to repurchase the preferred but ties the cost to market pricing, potentially making redemption expensive in a strongly rising share-price environment.