La Rosa Holdings (NASDAQ: LRHC) issues Series E preferred in $250,000 private deal
Rhea-AI Filing Summary
La Rosa Holdings Corp. filed an amendment to a prior current report to correct disclosure dates and expand details of a July 2026 financing using its newly created Series E Convertible Preferred Stock.
On July 9, 2026, the company entered into a Securities Purchase Agreement with an institutional investor for 250 shares of Series E Preferred Stock at $1,000 per share. The board approved the related Certificate of Designation on July 8, 2026, and it was filed in Nevada on July 9, 2026, designating 10,000 Series E shares. On July 13, 2026, the investor received the 250 preferred shares and the company received $250,000 in gross proceeds in an unregistered offering under Rule 506(b) of Regulation D. The Series E pays no dividends, has only limited protective voting rights, and is convertible into common stock at the holder’s option at either $1.58 per share or an alternate VWAP-based price, subject to a 9.99% beneficial ownership cap, anti-dilution adjustments tied to lower-priced issuances, and an issuer call right to redeem all outstanding shares at a price linked to the stock’s market value.
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8-K Event Classification
4 items: 1.01, 3.02, 5.03, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Series E shares issued: 250 shares
Purchase price per Series E share: $1,000 per share
Gross proceeds: $250,000
+4 more
7 metrics
Series E shares issued
250 shares
Issued to an institutional investor on July 13, 2026
Purchase price per Series E share
$1,000 per share
Agreed under the Securities Purchase Agreement dated July 9, 2026
Gross proceeds
$250,000
Aggregate gross proceeds received from issuing 250 Series E shares
Series E designation
10,000 shares
Number of preferred shares designated as Series E in the Certificate of Designation
Fixed Conversion Price
$1.58 per share
Optional fixed price for converting Series E Preferred into common stock
Beneficial ownership cap
9.99%
Maximum post-conversion beneficial ownership allowed for any Series E holder
Alternate Conversion multiplier
125% or 105%
Conversion Amount multiplier when using Alternate Conversion Price, depending on Change of Control
Key Terms
Securities Purchase Agreement, Certificate of Designation, VWAP, Change of Control, +2 more
6 terms
Securities Purchase Agreement financial
"entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Certificate of Designation regulatory
"filed a Certificate of Designation of Rights and Preferences of the Series E"
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
VWAP financial
"90% of the lowest VWAP (as defined in the Certificate of Designation) of the Common Stock"
VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.
Change of Control financial
"if in connection with a Change of Control (as defined in the Certificate of Designation), 105%"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Rule 506(b) regulatory
"pursuant to the exemption from the registration requirements of the Securities Act available under Rule 506(b) under Regulation D"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
beneficially own financial
"the holder (together with its affiliates) would beneficially own in excess of 9.99%"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What financing did La Rosa Holdings (LRHC) complete with its Series E Preferred Stock?
La Rosa Holdings completed a private financing where an institutional investor purchased 250 shares of Series E Convertible Preferred Stock at $1,000 per share, providing the company with $250,000 in aggregate gross proceeds under a Securities Purchase Agreement dated July 9, 2026.
What are the key conversion terms of LRHC’s Series E Convertible Preferred Stock?
Each Series E share is convertible, at the holder’s option, into common stock at either a fixed price of $1.58 per share or an alternate price based on 90% of the lowest VWAP over a 10-day period, subject to a floor price and specified adjustments.
Does La Rosa Holdings’ (LRHC) Series E Preferred Stock pay dividends or have voting rights?
The Series E Preferred Stock bears no dividends and has no voting rights except in limited protective situations, such as adverse amendments to the articles or bylaws, changes to Series E share authorization, creation of certain new preferred classes, or actions affecting junior stock.
How is dilution addressed for LRHC’s Series E Preferred Stock holders?
If La Rosa Holdings issues or agrees to issue common stock or related securities at an effective price below the then-current Series E Conversion Price, the Conversion Price will be reduced to that lower effective price, subject to exceptions for equity incentive plans and certain strategic acquisitions.
What beneficial ownership limits apply to LRHC’s Series E Preferred conversions?
A holder cannot convert Series E Preferred Stock if, after conversion, the holder and its affiliates would beneficially own more than 9.99% of La Rosa Holdings’ common stock, effectively capping the ownership stake from conversions at that level.
Can La Rosa Holdings (LRHC) redeem the Series E Preferred Stock?
La Rosa Holdings may redeem all, but not less than all, outstanding Series E shares at a price equal to the greater of the Conversion Amount or the product of the applicable Conversion Rate and the greatest Closing Sale Price during a specified trading window before payment.