UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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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).
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Item 1.01 Entry into a Material Definitive Agreement.
The disclosure contained in Item 2.01 of this Current Report is incorporated by reference herein.
Item 2.01 Completion of Acquisition or Disposition of Assets
On December 31, 2024, La Rosa Holdings Corp., a Nevada corporation (the “Company”), consummated its acquisition of (1) 100% of the membership interests (the “Baxpi Membership Interests”) of Baxpi Holdings LLC, a Florida limited liability company and a franchisee of the Company (“Baxpi”), and (2) 100% of the membership interests (the “Beaches Membership Interests”, and together with Baxpi Membership Interests, the “Membership Interests”) of La Rosa Realty Beaches LLC, a Florida limited liability company and a franchisee of the Company (“Beaches”), pursuant to that certain membership interest purchase agreement, dated December 31, 2024 (the “Purchase Agreement”), by and among the Company, Baxpi, Beaches and the selling member of (the “Selling Member”) of Baxpi and Beaches (the “Transaction”).
The purchase price for the Membership Interests was $1,136,177.34 consisting of (i) a cash payment of $100,000 (the “Cash Payment”), and (ii) $1,036,177.34 in unregistered shares of common stock of the Company, which was settled by the issuance of 1,193,752 unregistered shares of the Company’s common stock to the Selling Member based on $0.868 per share, the closing price of the Company’s common stock reported by Nasdaq for the previous trading day. The shares issued as consideration for the acquisition of the Membership Interests are referred to as the “Purchase Shares.” The Cash Payment will be settled in two (2) equal installments in accordance with the schedule agreed in the Purchase Agreement
Concurrently with the Transaction, on December 31, 2024, the Selling Member entered into a lock-up/leak-out agreement (the “Lock-up Agreement”) with the Company pursuant to which the Selling Member may not sell more than one-twelfth of their Purchase Shares per calendar month during the one year period commencing after the six-month holding period under Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), subject to applicable securities laws.
The foregoing summaries of the Purchase Agreement and the Lock-up Agreement purport to be summaries only and are qualified in their entireties by reference to such agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 3.02. Unregistered Sales of Equity Securities.
As disclosed under Item 2.01 of this Form 8-K, on December 31, 2024, the Company issued 1,193,752 unregistered shares of the Company’s common stock to the Selling Member pursuant to the Purchase Agreement.
The Company issued the foregoing shares of common stock pursuant to the exemption from the registration requirements of the Securities Act available to the Company under Section 4(a)(2) promulgated thereunder due to the fact that the issuance did not involve a public offering of securities.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Membership Interest Purchase Agreement, dated December 31, 2024, by and among La Rosa Holdings Corp., La Rosa Realty Beaches LLC, Baxpi Holdings LLC, and the Selling Member | |
| 10.2 | Form of Leak-Out Agreement, dated December 31, 2024, between La Rosa Holdings Corp. and the Selling Member | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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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: January 7, 2025 | LA ROSA HOLDINGS CORP. | |
| By: | /s/ Joseph La Rosa | |
| Name: | Joseph La Rosa | |
| Title: | Chief Executive Officer | |
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