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.
On April 23, 2025, La Rosa Holdings Corp., a Nevada corporation (the “Company”), and an institutional investor (the “Holder”), entered into that certain waiver (the “Waiver”), dated April 23, 2025, with respect to the senior secured convertible note issued by the Company to the Holder on February 4, 2025 (the “Note”).
As previously reported in Current Report of the Company on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 5, 2024, the Company issued the Note to the Holder pursuant to securities purchase agreement dated February 4, 2025 (the “Agreement”). Pursuant to the Agreement, the Company also issued the Holder the incremental note purchase warrants on February 4, 2025 (the “Warrants”).
Pursuant to the Waiver, the parties agreed that with respect to the stock repurchase of the Company for an aggregate purchase price of up to $500,000 to be implemented by the Company from time to time from April 22, 2025 to December 31, 2025 (the “Stock Repurchase Program”), the Holder waived the restriction for the Company to repurchase its capital stock as described in Section 15(e) of the Note. The parties also agree that the implementation of the Stock Repurchase Program shall not be considered an Event of Default pursuant to the terms of the Note or any of the Warrants and the Holder hereby waived any rights, including the rights to all default penalties, default interest, and acceleration of any amounts owed under the Note and the Warrants, as a result of the approval and implementation of the Stock Repurchase Program by the Company. The Company also agreed to reimburse the Holder for certain reasonable and documented out-of-pocket legal expenses incurred in connection with the Waiver.
The preceding description of the Waiver purport to be a summary only and is qualified in its entirety by reference to the full text of such document, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 8.01 Other Events.
On April 23, 2025, the Company’s Board of Directors has approved a new Share Repurchase Program, which authorizes the Company to purchase up to an aggregate of $500,000 of the Company’s outstanding shares of common stock in the open market in accordance with all applicable securities laws and regulations. Repurchases under this program may be made at management’s discretion at the time and in the amounts determined by the Chief Executive Officer and Chief Operating Officer of the Company. The Share Repurchase Program has an expiration date of December 31, 2025.
On April 24, 2025, the Company issued a press release announcing Share Repurchase Program. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The disclosure under Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
4.1* | Form of the Waiver, dated April 23, 2025, to the Senior Secured Convertible Note, issued on February 4, 2025. | |
99.1 | Press Release of La Rosa Holdings Corp., as of April 24, 2025. | |
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). |
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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: April 24, 2025 | LA ROSA HOLDINGS CORP. | |
By: | /s/ Joseph La Rosa | |
Name: | Joseph La Rosa | |
Title: | Chief Executive Officer |
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Exhibit 4.1
WAIVER
This waiver (“Waiver”) is entered into as of April 23, 2025, by and between La Rosa Holdings Corp., a Nevada corporation (the “Company”) and [*] (the “Holder”), with respect to the senior secured convertible note issued by the Company to the Holder on February 4, 2025 (the “Note”). Each of the Company and the Holder is a “Party” to this Waiver and the Company and Holder are, collectively, the “Parties” hereto. The Parties hereto hereby agree as follows:
1. | With respect to the stock repurchase of the Company for an aggregate purchase price of up to $500,000 to be implemented by the Company from time to time from April 22, 2025 to December 31, 2025 (the “Stock Repurchase Program”), the Holder hereby waives the restriction for the Company to repurchase its capital stock as described in Section 15(e) of the Note. The Parties agree that the implementation of the Stock Repurchase Program shall not be considered an Event of Default pursuant to the terms of the Note or any of the incremental note purchase warrants issued by the Company to the Holder on February 4, 2025 (the “Warrants”), and the Holder hereby waives any rights, including the rights to all default penalties, default interest, and acceleration of any amounts owed under the Note and the Warrants, as a result of the approval and implementation of the Stock Repurchase Program by the Company. |
2. | Except as set forth above, all of the terms, conditions and provisions of the Note shall be and remain in full force and effect. Capitalized terms used but not defined herein shall have the meanings given to them in the Note. This Waiver shall be effective as of April 23, 2025. |
3. | The Company agrees to reimburse the Holder for reasonable and documented out-of-pocket legal expenses incurred in connection with this Waiver in an amount not to exceed $22,500, which shall be paid on the date hereof. |
IN WITNESS WHEREOF, the Parties hereto have caused this Waiver to be executed on the date first written above.
COMPANY: | |||
LA ROSA HOLDINGS CORP. | |||
By: | |||
Name: | JOSEPH LA ROSA | ||
Title: | CHIEF EXECUTIVE OFFICER |
[*] | |||
By: | |||
Name: | [*] | ||
Title: | [*] |
Exhibit 99.1
La Rosa Holdings Corp. Announces Authorization of Stock Buyback Program
Celebration, FL – April 24, 2025 – La Rosa Holdings Corp. (NASDAQ: LRHC) (“La Rosa” or the “Company”), a real estate and PropTech company, announced today that its Board of Directors has a stock buyback program to repurchase up to $500,000 of its outstanding shares of common stock on the open market, in accordance with all applicable securities laws and regulations. The Company’s decision to repurchase its shares, as well as the timing of such repurchases, will depend on a variety of factors that include ongoing assessments of the Company’s capital needs, market conditions and the price of the Company’s common stock, and other corporate considerations, as determined by management.
Joe La Rosa, CEO of La Rosa, commented, “We’re pleased to announce the launch of our share repurchase program, a strategic move to enhance stockholder value, as we believe our stock represents a compelling investment opportunity at current levels. We believe that the Board’s authorization reflects its confidence in our business model and long-term outlook. In our view, the past few months have been transformative, highlighted by a 119% increase in revenue to $69.4 million for fiscal 2024 and a 55% increase to $17.7 million in the fourth quarter alone. We also expanded our agent network to over 2,700, positioning the Company stronger than ever before. Despite this progress, we believe our current share price does not reflect the underlying value and momentum. We remain highly encouraged by the road ahead and look forward to sharing updates on several key initiatives in progress.”
About La Rosa Holdings Corp.
La Rosa Holdings Corp. (Nasdaq: LRHC) is transforming the real estate industry by providing agents with flexible compensation options, including a revenue-sharing model or a fee-based structure with 100% commission. Powered by its proprietary technology platform, La Rosa aims to equip agents and franchisees with the tools they need to deliver exceptional service.
The Company offers both residential and commercial real estate brokerage services, as well as technology-driven products and support for its agents and franchise partners. Its business model includes internal services for agents and external offerings for the public, spanning real estate brokerage, franchising, education and coaching, and property management.
La Rosa operates 26 corporate-owned brokerage offices across Florida, California, Texas, Georgia, North Carolina, and Puerto Rico. La Rosa also recently started its expansion into Europe, beginning with engagement of the area developer in Spain. Additionally, the Company has six franchised offices and branches and three affiliated brokerage locations in the U.S. and Puerto Rico. The Company also operates a full-service escrow settlement and title company in Florida.
For more information, please visit: https://www.larosaholdings.com.
Stay connected with La Rosa, sign up for news alerts here: larosaholdings.com/email-alerts.
Forward-Looking Statements
This press release contains forward-looking statements regarding the Company’s current expectations that are subject to various risks and uncertainties. Such statements include statements regarding the Company’s ability to grow its business and other statements that are not historical facts, including statements which may be accompanied by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation, the Company's ability to achieve profitable operations, our ability to successfully integrate acquisitions into our business operations, customer acceptance of new services, the demand for the Company’s services and the Company’s customers' economic condition, the impact of competitive services and pricing, general economic conditions, the successful integration of the Company’s past and future acquired brokerages, the effect of the recent National Association of Realtors' landmark settlement on our business operations, and other risk factors detailed in the Company's filings with the United States Securities and Exchange Commission (the "SEC”). You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and other reports and documents that we file from time to time with the SEC. Forward-looking statements contained in this press release are made only as of the date of this press release, and La Rosa does not undertake any responsibility to update any forward-looking statements in this release, except as may be required by applicable law. References and links to websites have been provided as a convenience, and the information contained on such websites has not been incorporated by reference into this press release.
For more information, contact: info@larosaholdings.com
Investor Relations Contact:
Crescendo Communications, LLC
David Waldman/Natalya Rudman
Tel: (212) 671-1020
Email: LRHC@crescendo-ir.com
Cover |
Apr. 23, 2025 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Apr. 23, 2025 |
Entity File Number | 001-41588 |
Entity Registrant Name | La Rosa Holdings Corp. |
Entity Central Index Key | 0001879403 |
Entity Tax Identification Number | 87-1641189 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 1420 Celebration Blvd. |
Entity Address, Address Line Two | 2nd Floor |
Entity Address, City or Town | Celebration |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 34747 |
City Area Code | (321) |
Local Phone Number | 250-1799 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, $0.0001 par value |
Trading Symbol | LRHC |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
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