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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.
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. |
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 |
