La Rosa Holdings raises $200K in preferred stock sale

The additional shares were issued under the Securities Act exemption available under Rule 506(b) of Regulation D.

Rhea-AI Filing Summary

La Rosa Holdings Corp., named Stratum Holdings Corp. in the report, completed an additional closing under a September 15, 2026 securities purchase agreement, issuing 200 shares of Series E Convertible Preferred Stock to an institutional investor for $200,000 in gross proceeds. The agreement sets a $1,000 per-share Stated Value and gives the investor an option, subject to the conditions set forth in the agreement, to cause further issuances at one or more additional closings at that value.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Additional Series E shares issued: 200 shares Gross proceeds: $200,000 Stated Value per share: $1,000 per share +1 more

4 metrics

Additional Series E shares issued 200 shares Additional Closing completed October 26, 2026

Gross proceeds $200,000 Additional Closing completed October 26, 2026

Stated Value per share $1,000 per share Series E Convertible Preferred Stock

Initial Series E shares 200 shares Issuance under the September 15, 2026 purchase agreement

Key Terms

Securities Purchase Agreement, Stated Value, Additional Closings, Rule 506(b), +1 more

5 terms

Securities Purchase Agreement financial

"entered into a securities purchase agreement"

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.

Stated Value financial

"purchase price of $1,000 per share (the “Stated Value”)"

Stated value is an accounting figure a company assigns to a share when the share has no par (legal) value; it becomes the portion of proceeds recorded as the company’s permanent capital for regulatory and bookkeeping purposes. It matters to investors because it affects the equity reported on the balance sheet and the legal limits on distributions or dividend payments, but it is not the market price — think of it as a record-keeping sticker price rather than what buyers actually pay.

Additional Closings financial

"at one or more additional closings (the “Additional Closings”)"

Rule 506(b) regulatory

"available to the Company under Rule 506(b)"

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.

Regulation D regulatory

"under Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Series E preferred shares did LRHC issue on October 26, 2026?

La Rosa Holdings Corp. issued 200 additional shares of Series E Convertible Preferred Stock on October 26, 2026, for $200,000 in gross proceeds.

What was LRHC's initial Series E preferred stock issuance?

The company issued 200 initial shares of Series E Convertible Preferred Stock to the institutional investor under the September 15, 2026 purchase agreement, at a stated value of $1,000 per share.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/26/2026 - 06:03 AM EDT Accepted by SEC EDGAR 10/26/2026 - 06:03 AM EDT Learn about SEC filing dates

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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): October 26, 2026

Stratum 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)		(IRS Employer Identification No.)

1420 Celebration Blvd., 2nd Floor, Celebration, FL		34747
(Address of principal executive offices)		(Zip Code)

(321) 250-1799

(Registrant’s telephone number, including area code)

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, par value $0.0001		SRTM		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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 3.02 Unregistered Sale of Equity Securities.

As previously disclosed, on September 15, 2026, Stratum Holdings Corp. (formerly La Rosa Holdings Corp.), a Nevada corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Company issued to the Investor 200 shares (the “Initial Shares”) of the Company’s Series E Convertible Preferred Stock, par value $0.0001 per share (“Series E Preferred Stock”), for a purchase price of $1,000 per share (the “Stated Value”). The Purchase Agreement also provides that the Investor has the option, subject to the conditions set forth in the Purchase Agreement, to cause the Company to issue and sell additional shares of Series E Preferred Stock at one or more additional closings (the “Additional Closings”) at the Stated Value. 

On October 26, 2026, the parties completed an Additional Closing, pursuant to which the Company issued 200 shares (the “Additional Shares”) of Series E Preferred Stock to the Investor for gross proceeds of $200,000.

The Company issued the Additional Shares to the Investor pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended, available to the Company under Rule 506(b) under Regulation D promulgated thereunder.

The foregoing summary of the Series E Preferred Stock and the Purchase Agreement is qualified in its entirety by reference to the full text of the Certificate of Designation of Series E Convertible Preferred Stock and the Purchase Agreement, copies of which are filed as Exhibits 3.1 and 10.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
3.1		Certificate of Designation of Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Amendment No. 1 to the Current Report on Form 8-K/A filed on July 16, 2026)
10.1		Form of Securities Purchase Agreement, dated September 15, 2026, between Stratum Holdings Corp. and the Investor named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on September 16, 2026)
104		Cover Page Interactive Data File (embedded within 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: October 26, 2026	STRATUM HOLDINGS CORP.
	/s/ Nicholas Adler
	Name:	Nicholas Adler
	Title:	Chief Executive Officer

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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB