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.
La Rosa Holdings Corp., a Nevada corporation based in Celebration, Florida, reported a private offering of equity securities under Regulation D Rule 506(b). The securities consist of equity, including Series E Convertible Preferred Stock. The company indicated annual revenue of over $100,000,000, placing it in the largest issuer size category.
The offering is a new notice, with the first sale on 2026-07-31. La Rosa has sold a total of $150,000 in this offering, with $0 remaining, suggesting the targeted amount has been fully placed. No finders’ fees were paid, with finders’ fees reported as $0. The notice does not specify how proceeds will be used, including with respect to executive officers or directors.
La Rosa Holdings Corp. reported results for the quarter ended March 31, 2026 and disclosed a small private preferred equity financing and Nasdaq listing compliance efforts.
Revenue was $13,575,606 and gross profit increased 29.6% year over year to $1,993,427. Operating expenses fell to $4,490,657, improving loss from operations to $2,497,230. A $10,501,712 loss on issuance of a senior secured convertible note contributed to a net loss attributable to common stockholders of $16,112,549.
The company issued 150 shares of Series E Convertible Preferred Stock at $1,000 per share to an institutional investor for aggregate gross proceeds of $150,000 in an unregistered Rule 506(b) offering. As of March 31, 2026, assets totaled $20,843,708, restricted digital assets were $8,142,127, total liabilities were $28,343,119 and total stockholders’ deficit was $7,499,411. The company is evaluating plan amendments, debt-to-equity exchanges, equity financings and other transactions to regain compliance with Nasdaq’s $5,000,000 market value of listed securities requirement, but has not finalized any course of action.
La Rosa Holdings Corp. reported Q1 2026 revenue of $13,575,606, down from $14,635,774 a year earlier, and a net loss attributable to common stockholders of $16,112,549 versus $95,902,812. Gross profit increased to $1,993,427 as cost of revenue fell, and loss from operations narrowed to $2,497,230.
Total assets were $20,843,708 at March 31, 2026, compared with $13,443,517 at December 31, 2025, while liabilities were $28,343,119 and stockholders’ deficit was $(7,499,411). Notes payable, including fair-valued convertible debt and a Token Rights Agreement, totaled $21,388,600. The company held $8,142,127 of restricted stablecoin digital assets.
Management cited cash of $1.7 million, working capital of $4.1 million, recurring losses, and dependence on senior secured convertible notes and equity facilities, concluding there is substantial doubt about the company’s ability to continue as a going concern. La Rosa also received Nasdaq notices for late 10‑K and 10‑Q filings and has submitted a compliance plan.
On July 26, 2026, La Rosa Holdings Corp. entered into a nonbinding letter of intent with institutional holders of its Senior Secured Convertible Promissory Note due January 8, 2028. The parties contemplate exchanging a portion of this debt for convertible preferred stock and partially waiving the holders’ Right to Receive Tokens.
The intent is to address La Rosa’s minimum stockholders’ equity deficiency under Nasdaq Listing Rule 5550(b)(1) and help bring the company back into compliance with Nasdaq’s continued listing standards, by exchanging or waiving liabilities up to the lesser of $10,000,000 or the actual deficiency. The letter is expressly nonbinding (except specified sections), subject to negotiation of definitive agreements and customary conditions, and allows any party to cease pursuit of the transaction at any time.
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.
La Rosa Holdings Corp., a Nevada corporation, is conducting an exempt securities offering of $250,000 USD of Series E Convertible Preferred Stock under Regulation D Rule 506(b). The securities are classified as equity, with the offering structured as a private placement.
The first sale in this offering occurred on 2026-07-09, and the total amount remaining to be sold is reported as $0 USD, indicating the full amount covered by this notice has been placed. Reported finders' fees are $0 USD, and no sales commissions are disclosed in the information provided.
La Rosa Holdings Corp. entered into a Securities Purchase Agreement with an institutional investor to issue 250 shares of Series E Convertible Preferred Stock at a purchase price of $1,000 per share. The Series E Preferred Stock carries no dividends and has limited voting rights, triggered mainly when actions could adversely affect its terms or capital structure.
Each share is convertible into common stock based on a Conversion Amount divided by a Conversion Price, which the holder can set at either $1.58 per share or an Alternate Conversion Price tied to 90% of the lowest VWAP over a ten trading-day period, but not below a defined Floor Price. Conversions are subject to a 9.99% beneficial ownership cap. The stock has full-price anti-dilution protection for future issuances below the then-current Conversion Price. La Rosa may optionally redeem all outstanding Series E shares using a formula based on either the Conversion Amount or a market-price multiple. The board designated 10,000 preferred shares as Series E, and the issuance relies on the Rule 506(b) exemption under Regulation D.
La Rosa Holdings Corp. investor Eric Benaim filed a Schedule 13D after building a new stake in the company. He beneficially owns 81,175 shares of common stock, equal to about 5.0% of the outstanding shares based on 1,616,081 shares outstanding as of June 4, 2026.
Benaim purchased all shares in open-market transactions using personal funds totaling $83,610.25, at prices around $1.00 per share between June 6 and June 18, 2026. He states the stake is for investment purposes, has sole voting and dispositive power, and does not currently intend to seek control, though he may engage the company on strategic and governance matters.