STOCK TITAN

La Rosa Holdings (LRHC) sells new convertible preferred shares for $210K

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

La Rosa Holdings Corp. entered into a Securities Purchase Agreement with an institutional investor on August 18, 2026. The company agreed to issue and on that date issued 210 shares of Series E Convertible Preferred Stock at a purchase price of $1,000 per share, for aggregate gross proceeds of $210,000.

The Series E Preferred Stock is governed by a Certificate of Designation filed with the Nevada Secretary of State on July 9, 2026. The sale was conducted as an unregistered offering relying on the exemption from registration under Rule 506(b) of Regulation D under the Securities Act, and the purchaser was an institutional investor.

Positive

  • None.

Negative

  • None.

Filing Explained

The company completed a $210,000 preferred-stock financing, but conversion terms needed to assess possible common-share dilution are not disclosed here.

The completed issuance adds Series E preferred stock alongside the company’s common stock and brought in $210,000 of gross proceeds; the filing records issuance, not conversion into common stock.

As an 8-K, this report covers a specified material event; Item 1.01 identifies the securities purchase agreement as a material definitive agreement, while Item 3.02 identifies an unregistered equity sale.

The filing references a Certificate of Designation but does not state conversion terms, potential common-share dilution, or use of proceeds, so those economics cannot be assessed from this filing alone.

For liquidity context, cash and equivalents at March 31, 2026 equaled 89.2 days of the last reported quarter’s operating cash use; this historical measure does not establish how long the new proceeds will last.

Sources and calculations
  • Cash and equivalents vs quarterly operating cash outflow, in days of cash use $1,742,636 / ($1,759,116 / 90) = [object Object]
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, and exhibit attachments filed with this report.
Series E Preferred Shares Issued 210 shares Shares of Series E Convertible Preferred Stock issued to an institutional investor on August 18, 2026
Purchase Price per Share $1,000 per share Purchase price for each share of Series E Convertible Preferred Stock under the Securities Purchase Agreement
Aggregate Gross Proceeds $210,000 Total gross proceeds received by the company from the Series E Preferred Stock issuance
Par Value per Share $0.0001 per share Par value of La Rosa Holdings Corp.’s Series E Convertible Preferred Stock
Certificate of Designation Filing Date July 9, 2026 Date the Certificate of Designation for the Series E Preferred Stock was filed in Nevada
SPA Date August 18, 2026 Date of the Securities Purchase Agreement and issuance of the Series E Preferred Stock
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.
Series E Convertible Preferred Stock financial
"issue to the Investor 210 shares of the Company’s Series E Convertible Preferred Stock"
Series E convertible preferred stock is a class of investment shares issued in a later-stage financing round that behave like a hybrid between a safety-first claim and an option to become ordinary shares. Think of it as a VIP ticket that gives owners priority on payments and protections if things go wrong, but can be swapped for regular shares later—important to investors because it affects payout priority, potential dilution of ownership, voting power, and the company’s implied valuation.
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.
Rule 506(b) regulatory
"pursuant to the exemption from the registration requirements of the Securities Act available 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
"Rule 506(b) 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

What financing transaction did La Rosa Holdings Corp. (LRHC) announce on August 18, 2026?

La Rosa Holdings Corp. entered into a Securities Purchase Agreement with an institutional investor to issue 210 shares of Series E Convertible Preferred Stock at $1,000 per share, generating $210,000 in aggregate gross proceeds.

How much money did LRHC raise from the Series E Convertible Preferred Stock issuance?

La Rosa Holdings Corp. raised $210,000 in aggregate gross proceeds by issuing 210 shares of its Series E Convertible Preferred Stock at a purchase price of $1,000 per share to an institutional investor.

What type of security did LRHC issue in this August 18, 2026 transaction?

La Rosa Holdings Corp. issued Series E Convertible Preferred Stock, specifically 210 shares with a par value of $0.0001 per share, under a Securities Purchase Agreement with an institutional investor dated August 18, 2026.

Under what exemption was LRHC’s August 18, 2026 offering of Series E Preferred Stock conducted?

The offering of La Rosa Holdings Corp.’s Series E Convertible Preferred Stock was conducted as an unregistered sale relying on the exemption from registration under Rule 506(b) of Regulation D promulgated under the Securities Act.

What governs the rights and preferences of LRHC’s Series E Convertible Preferred Stock?

The rights and preferences of La Rosa Holdings Corp.’s Series E Convertible Preferred Stock are set out in a Certificate of Designation filed with the Secretary of State of Nevada on July 9, 2026, which describes the terms of the Series E Preferred Stock.

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Learn about SEC filing dates
false 0001879403 0001879403 2026-08-18 2026-08-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

 

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): August 18, 2026

 

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.

 

Securities Purchase Agreement

 

On August 18, 2026, La Rosa Holdings Corp., a Nevada corporation (the “Company”), and an institutional investor (the “Investor”) entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company agreed to issue to the Investor 210 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 Company filed a Certificate of Designation of Rights and Preferences of the Series E Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Nevada on July 9, 2026, as disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 10, 2026, as amended by the Company’s Current Report on Form 8-K filed with the SEC on July 16, 2026 (the “Series E Current Report”). On August 18, 2026, the Company issued the Investor 210 shares of Series E Preferred Stock and received aggregate gross proceeds of $210,000.  For a description of the Series E Preferred Stock, refer to the Certificate of Designation, which was filed as Exhibit 3.1 to the Series E Current Report.

 

The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. 

 

Item 3.02. Unregistered Sale of Equity Securities.

 

The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

The Company issued the Series E Preferred Stock to the Investor pursuant to the exemption from the registration requirements of the Securities Act available to the Company under Rule 506(b) under Regulation D promulgated thereunder.

 

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Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1*^   Form of the Securities Purchase Agreement, between the Company and investor, dated as of August 18, 2026.
104   Cover Page Interactive Data File (embedded with the Inline XBRL document).

 

* Certain personal information in this Exhibit has been omitted in accordance with Regulation S-K Item 601(a)(6).

 

^ 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: August 18, 2026 LA ROSA HOLDINGS CORP.
     
  By: /s/ Joseph La Rosa
  Name:  Joseph La Rosa
  Title: Chief Executive Officer

 

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Filing Exhibits & Attachments

4 documents