La Rosa Holdings (NASDAQ: LRHC) lifts equity purchase facility from $150M to $1.0B

Rhea-AI Filing Summary

La Rosa Holdings Corp. entered into an Amended and Restated Equity Purchase Facility Agreement with an institutional investor, increasing the equity purchase commitment from $150 million to $1.0 billion in common stock. This facility gives the company the right, subject to conditions, to issue and sell newly issued common shares to the investor over time.

The amended agreement requires La Rosa to seek stockholder approval to authorize the issuance of all additional shares above the previously approved commitment, either through a stockholder meeting held within 60 days of the August 18, 2025 agreement date or via written stockholder consent and related Schedule 14C filings. In connection with the facility, the company agreed to pay A.G.P./Alliance Global Partners a cash fee of 1.4985% and Curvature Securities, LLC 0.1665% of proceeds received from advance share placements. Related registration rights were also amended to require timely filing and effectiveness of a resale registration statement for the additional shares.

Insights

Capital markets and dilution analyst

La Rosa greatly expands its equity purchase facility to up to $1.0 billion, adding funding flexibility but also potential dilution.

The amended equity purchase facility increases the investor commitment from $150 million to $1.0 billion of common stock. This structure allows La Rosa Holdings Corp. to draw capital over time by issuing new shares to a single institutional investor, rather than raising the full amount at once. The facility’s size suggests the company is positioning itself to access substantial external funding when conditions and internal needs align.

The agreement is conditioned on stockholder approval for issuing shares above the previously approved commitment, obtained either through a meeting within 60 days of the August 18, 2025 agreement date or through majority written consent and related Schedule 14C filings. A.G.P./Alliance Global Partners and Curvature Securities, LLC will receive cash fees of 1.4985% and 0.1665%, respectively, on proceeds from advance share placements, modestly increasing the effective cost of capital. An amended registration rights agreement requires a resale registration statement for the additional shares to be filed within 60 days and become effective within prescribed SEC review timelines, which will be important for enabling investor resales once effectiveness is achieved.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 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 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

What did La Rosa Holdings Corp. (LRHC) change in its equity purchase facility?

La Rosa Holdings Corp. increased the commitment under its equity purchase facility agreement with an institutional investor from $150 million to $1.0 billion of common stock through an Amended and Restated Equity Purchase Facility Agreement dated August 18, 2025. All other material terms remain substantially the same as the prior agreement.

How will La Rosa Holdings Corp. (LRHC) obtain stockholder approval for the increased equity facility?

The company must either hold a stockholder meeting within 60 days of the August 18, 2025 agreement date to seek approval for issuing the additional common shares, or obtain written consent from holders of a majority of outstanding common shares and file a Preliminary and then Definitive Information Statement on Schedule 14C within the timelines required under the Exchange Act.

What are the fees payable to advisors under the amended equity facility for La Rosa Holdings Corp. (LRHC)?

A.G.P./Alliance Global Partners is acting as financial advisor and will receive cash compensation equal to 1.4985% of proceeds the company receives under the amended facility, while Curvature Securities, LLC, as placement agent, will receive 0.1665% of such proceeds, both payable at the time of placement of advance shares.

Are the shares issued under La Rosa Holdings Corp. (LRHC) amended facility registered with the SEC?

The common shares that may be issued under the Amended EPFA are being offered and sold in a transaction exempt from Securities Act registration in reliance on Section 4(a)(2) and related rules. Separately, an amended registration rights agreement requires the company to file a resale registration statement for additional shares within 60 days of the August 18, 2025 agreement date and to have it declared effective within specified SEC review timeframes.

What is the purpose of the amended registration rights agreement for La Rosa Holdings Corp. (LRHC)?

The amended and restated registration rights agreement, entered into on the same date as the amended equity facility, governs the registration of the resale of additional common shares issuable under the Amended EPFA. It obligates the company to file and obtain effectiveness of a resale registration statement for these additional shares within defined deadlines.

Under what legal exemption is La Rosa Holdings Corp. (LRHC) issuing shares in this transaction?

The company states that common shares that may be issued under the Amended EPFA are offered and sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and the rules promulgated thereunder.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 09/19/2025 - 08:00 AM 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): September 18, 2025

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.

Amended and Restated Equity Purchase Facility Agreement

As previously disclosed in the Current Report on Form 8-K filed by La Rosa Holdings Corp., a Nevada corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on August 4, 2025, on August 4, 2025, the Company and an institutional investor (the “Investor”) entered into an Equity Purchase Facility Agreement (the “EPFA”), pursuant to which, upon the terms and subject to the conditions contained therein, the Company has the right to issue and sell to the Investor from time to time as provided therein, and the Investor is required to purchase from the Company, up to an aggregate of $150 million (the “Commitment Amount”) in newly issued shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”).

On August 18, 2025 (“Agreement Date”), the Company and the Investor entered into an Amended and Restated Equity Purchase Facility Agreement (“Amended EPFA”), pursuant to which the parties agreed to increase the Commitment Amount from $150 million to $1.0 billion Common Shares. The Amended EPFA amends and restates the EPFA in its entirety. Except for the increase of the Commitment Amount, all material terms and conditions of the Amended EPFA are substantially the same as those provided in the EPFA.

Pursuant to the Amended EPFA, the Company is required to provide each stockholder entitled to vote at a meeting of stockholders of the Company (the “Stockholder Meeting”), which shall be promptly called and held not later than sixty (60) days after the Agreement Date (the “Stockholder Meeting Deadline”), a proxy statement in a form reasonably acceptable to the Investor and counsel, at the expense of the Company to solicit each of the Company’s stockholders’ affirmative vote at the Stockholder Meeting for approval of the proposal (“Stockholder Proposal”) to authorize the issuance of all of the Common Shares issuable thereunder (in excess of the Commitment Amount that was previously approved by the stockholders of the Company) in compliance with the rules and regulations of the Nasdaq Capital Market (such affirmative approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder Approval is obtained, the “Stockholder Approval Date”), and the Company is required to use its reasonable best efforts to solicit its stockholders’ approval of such proposal and to cause the board of directors of the Company to recommend to the stockholders that they approve such proposal.

Notwithstanding the foregoing, if the Company is able to obtain the written consent of holders of a majority of the shares of its issued and outstanding Common Shares to obtain Stockholder Approval (the “Stockholder Consent”), the Company may satisfy the foregoing obligations under the Amended EPFA by obtaining such consent and submitting for filing with the SEC a Preliminary Information Statement on Schedule 14C no later than 20 days prior to the Stockholder Meeting Deadline, followed by a Definitive Information Statement on Schedule 14C no later than the timeline for such filing prescribed by the Securities Exchange Act of 1934, as amended; provided, however, that if the Company receives a notification from the Nasdaq Capital Market that the Stockholder Consent must be modified, then the Company shall use its best efforts to provide a new Stockholder Consent.

A.G.P./Alliance Global Partners is acting as a financial advisor and Curvature Securities, LLC is acting as placement agent to the Company in connection with the Amended EPFA, for which the Company has agreed to pay a cash compensation equal to 1.4985% and 0.1665%, respectively, of the proceeds of the Company received pursuant to the Amended EPFA at the time of the placement of the Advance Shares issued thereunder. 

The above description of the Amended EPFA does not purport to be complete and is qualified in its entirety by reference to the document filed as Exhibit 10.1 hereto and are hereby incorporated by reference. 

Amended and Restated Registration Rights Agreement

In connection with the Amended EPFA, on the Agreement Date, the Company also entered into an amended and restated registration rights agreement with the Investor with respect to the resale of the shares of Common Shares issuable under the Amended EPFA (the “Registration Rights Agreement”). The Registration Rights Agreement amends and restates the registration rights agreement entered into by the Company and the Investor on August 4, 2025, pursuant to the EPFA. The Registration Rights Agreement requires a registration statement registering the resale of the additional Common Shares to be issued and sold pursuant to the Amended EPFA (the “Resale Registration Statement”) to be filed within 60 days of the Agreement Date and that to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), by the earlier of the (i) 90th calendar day after the Agreement Date, if such Resale Registration Statement is subject to a full review by the SEC, or (ii) the fifth business date following the date when the SEC notifies the Company that the Resale Registration Statement will not be reviewed or is no longer subject to further review and comments of the SEC. 

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.

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Item 3.02. Unregistered Sales of Equity Securities.

Information regarding unregistered sales of securities set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The Common Shares that may be issued under the Amended EPFA are being offered and sold by the Company in a transaction that is exempt from the registration requirements of the Securities Act, in reliance on Section 4(a)(2) of the Securities Act and the rules promulgated thereunder.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1^		Form of Amended and Restated Equity Purchase Facility Agreement, dated as of September 18, 2025.
10.2		Form of Amended and Restated Registration Rights Agreement, dated as of September 18, 2025.
104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

^ Schedules and similar attachments have been omitted pursuant to Regulation S-K Item 601(a)(5). The Company agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request.

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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: September 19, 2025	LA ROSA HOLDINGS CORP.
	By:	/s/ Joseph La Rosa
	Name:	Joseph La Rosa
	Title:	Chief Executive Officer

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