S-1/A

As filed with the Securities and Exchange Commission on September 12, 2023

Registration No. 333-264372

 Amendment No. 13

to 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT 

UNDER THE SECURITIES ACT OF 1933

LA ROSA HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Nevada	6531	87-1641189
(State or other jurisdiction of  incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer  Identification Number)

1420 Celebration Blvd., 2^nd Floor

Celebration, FL 34747

(321) 250-1799

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Joseph La Rosa

Chief Executive Officer 

1420 Celebration Blvd., 2^nd Floor

Celebration, FL 34747

(321) 250-1799

(Name, address, including zip code and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Ross D. Carmel, Esq.
Carmel, Milazzo & Feil LLP
55 West 39^th Street, 4th Floor New York, NY 10018
(646) 838-1310 M. Ali Panjwani, Esq. 
Pryor Cashman LLP 
7 Times Square 
New York, NY 10036 
(212) 421-4100

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer x	Smaller reporting company x
	Emerging growth company x

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 7(a)(2)(B) of the Securities Act. ¨

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 13 to the Registration Statement on Form S-1 (File No. 333-264372) is filed solely to amend Exhibit 5.1 thereto. Accordingly, this Amendment No. 13 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement, and Exhibit 5.1. The remainder of the Registration Statement is unchanged and has therefore been omitted.

Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits.

Exhibit No.	Description
1.1†	Form of Underwriting Agreement
3.1†	Articles of Incorporation of La Rosa Holdings Corp.
3.2†	Amended and Restated Articles of Incorporation of La Rosa Holdings Corp.
3.3†	Bylaws of La Rosa Holdings Corp.
3.4†	Certificate of Amendment to Articles of Incorporation for 3.5 for 1 reverse stock split
3.5†	Certificate of Correction of Certificate of Amendment to Articles of Incorporation for 10 for 1 reverse stock split
3.6†	Certificate Of Designations, Preferences And Rights Of Series A Convertible Preferred Stock
3.7†	Certificate of Amendment to Articles of Incorporation for 2 for 1 forward stock split
4.1†	Form of Common Stock certificate
4.2†	Form of Representative’s Warrant
4.3†	Warrant issued to Exchange Listing, LLC
5.1	Opinion of Carmel, Milazzo & Feil LLP
10.1#†	2022 Equity Incentive Plan
10.2#†	Form of Stock Option Agreement
10.3†	Reorganization Agreement And Plan of Share Exchange dated July 22, 2021 by and among La Rosa Holdings Corp., La Rosa Coaching, LLC, La Rosa CRE, LLC, La Rosa Franchising, LLC, La Rosa Property Management, LLC, and La Rosa Realty, LLC.
10.4#†	Form of Employment Agreement by and between La Rosa Holdings Corp. and Joseph La Rosa dated November 1, 2021
10.5#†	Form of Employment Agreement by and between La Rosa Holdings Corp. and Mark Gracy dated November 18, 2021
10.6#†	Director Agreement by and between La Rosa Holdings Corp. and Thomas Stringer
10.7#†	Director Agreement by and between La Rosa Holdings Corp. and Jodi R. White
10.8#†	Director Agreement by and between La Rosa Holdings Corp. and Michael La Rosa
10.9#†	Director Agreement by and between La Rosa Holdings Corp. and Ned L. Siegel
10.10†	Form of Convertible Note Purchase Agreement
10.11†	Convertible Promissory Note by La Rosa Holdings Corp. to Rodney and Jennifer Bosley dated August 18, 2021
10.12†	Convertible Promissory Note by La Rosa Holdings Corp. to Capital Pro LLC dated July 22, 2021
10.13†	Convertible Promissory Note by La Rosa Holdings Corp. to Andres L. Hebra dated July 22, 2021
10.14†	Convertible Promissory Note by La Rosa Holdings Corp. to ROI Funding LLC dated July 22, 2021
10.15†	Convertible Promissory Note by La Rosa Holdings Corp. to Nadia Tattrie dated August 27, 2021
10.16†	Convertible Promissory Note by La Rosa Holdings Corp. to Sonia Fuentes-Blanco dated September 14, 2021
10.17†	Convertible Promissory Note by La Rosa Holdings Corp. to Patricia Jacome dated August 16, 2021
10.18†	Convertible Promissory Note by La Rosa Holdings Corp. to Reyex Consulting, LLC dated October 12, 2021
10.19†	Convertible Promissory Note by La Rosa Holdings Corp. to Anderson Correa dated October 11, 2021
10.20†	Convertible Promissory Note by La Rosa Holdings Corp. to Katherine Lemieux dated October 15, 2021
10.21†	Convertible Promissory Note by La Rosa Holdings Corp. to Luz Josanny Colon dated September 28, 2021
10.22†	Convertible Promissory Note by La Rosa Holdings Corp. to Junior A. Morales Barreto dated October 15, 2021
10.23†	Promissory Note by La Rosa Holdings Corp. to ELP Global, PLLC dated July 15, 2021

10.24†	Convertible Promissory Note by La Rosa Holdings Corp. to Michael Kerns dated October 15, 2021
10.25†	Convertible Promissory Note by La Rosa Holdings Corp. to Seana Abdelmajid dated October 20, 2021
10.26†	Convertible Promissory Note by La Rosa Holdings Corp. to Milton Ocasio LLC dated September 28, 2021
10.27†	Convertible Promissory Note by La Rosa Holdings Corp. to Gihan Awad dated October 12, 2021
10.28†	Franchise disclosure document of La Rosa Franchising, LLC dated March 2, 2020, and template Franchise Agreement
10.29†	Capital Market Advisory Agreement by and between La Rosa Realty Corp. and Exchange Listing, LLC dated May 12, 2021
10.30†	Lease Agreement by and between Crosscreek Village Station LLC and La Rosa Realty, LLC dated August 2, 2018, for office space located at Crosscreek Village shopping center, St. Cloud Florida
10.31†	Lease Agreement by and between LJR Partners LLC and La Rosa Realty, LLC dated May 28, 2021, for office space located at 377-381 N. Krome Avenue, Homestead, Florida
10.32†	Lease Agreement by and between Baez-Pavon Ins Group LLC and La Rosa Realty, LLC dated November 16, 2021, for office space located at 3388 Magic Oak LN, Sarasota, Florida
10.33†	Amendment to Capital Market Advisory Agreement dated December 16, 2021
10.34†	Convertible Promissory Note by La Rosa Holdings Corp. to Norkis Fernandez dated October 15, 2021
10.35†	Convertible Promissory Note by La Rosa Holdings Corp. to Shakira Cortez dated December 13, 2021
10.36†	Convertible Promissory Note by La Rosa Holdings Corp. to Randy Vasquez dated December 18, 2021
10.37†	Convertible Promissory Note by La Rosa Holdings Corp. to Victor Cruz dated January 7, 2022
10.38#†	Form of Employment Agreement by and between La Rosa Holdings Corp. and Brad Wolfe dated January 10, 2022
10.39†	Membership Interest Purchase Agreement dated as of January 11, 2022 by and among La Rosa Holdings Corp. and Thomas Stewart and La Rosa Realty North Florida, LLC
10.40†	Stock Purchase Agreement dated as of January 6, 2022 by and among La Rosa Holdings Corp. and Norkis Fernandez and La Rosa Realty Lake Nona, Inc.
10.41†	Membership Interest Purchase Agreement dated as of January 5, 2022 by and among La Rosa Holdings Corp. and Kevin Guzman and Carmen Aileen Guzman and La Rosa Realty The Elite LLC
10.42†	Membership Interest Purchase Agreement dated as of January 6, 2022 by and among La Rosa Holdings Corp. and Ricky Miller and La Rosa Realty Lakeland LLC
10.43†	Membership Interest Purchase Agreement dated as of December 21, 2021 by and among La Rosa Holdings Corp. and Maria Flores-Garcia and Horeb Kissimmee Realty LLC
10.44†	Membership Interest Purchase Agreement dated as of January 7, 2022 by and among La Rosa Holdings Corp. and Carlos G. Bonilla and La Rosa CW Properties LLC
10.45†	(Consulting) Agreement dated January 10, 2022 between La Rosa Holdings Corp. and Bonilla Opportunity Fund I Ltd.
10.46†	Stock Purchase Agreement dated as of January 10, 2022 between Bonilla Opportunity Fund I Ltd. and La Rosa Holdings Corp.
10.47†	Renewal Note due April 30, 2022 by La Rosa Realty Corp. to ELP Global PLLC dated March 10, 2022
10.48†	Agent Incentive Plan
10.49#†	Amendment No. 1 dated March 18, 2022 to the Employment Agreement between La Rosa Holdings Corp. and Brad Wolfe
10.50†	Note due December 31, 2021 by La Rosa Realty Corp. and ELP Global PLLC dated July 15, 2021
10.51†	Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated February 25, 2022
10.52#†	Amendment No. 2 dated April 7, 2022 to the Employment Agreement between La Rosa Holdings Corp. and Brad Wolfe
10.53†	Amendment dated April 14, 2022 to the Promissory Note by La Rosa Holdings Corp. to ELP Global, PLLC dated July 15, 2021
10.54†	Convertible Promissory Note by La Rosa Holdings Corp. to Peter Lopez dated February 22, 2022
10.55†	Amendment No. 1 to La Rosa Holdings Corp. 2022 Agent Incentive Plan dated April 26, 2022
10.56#†	Form of Amended Employment Agreement by and between La Rosa Holdings Corp. and Joseph La Rosa dated April 29, 2022
10.57†	Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated April 29, 2022
10.58†	Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated May 17, 2022

10.59#†	Form of Employment Agreement by and between La Rosa Holdings Corp. and Josh Epstein dated May 17, 2022
10.60#†	Amendment No. 1 dated June 9, 2022 to the Employment Agreement between La Rosa Holdings Corp. and Mark Gracy
10.61#†	Amendment No. 1 dated June 13, 2022 to the Employment Agreement between La Rosa Holdings Corp. and Josh Epstein
10.62†	Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated June 29, 2022
10.63#†	Letter Agreement between La Rosa Holdings Corp. and Heritage Corporate Advisors dated July 8, 2022
10.64†	Amendment to Capital Market Advisory Agreement by and between La Rosa Holdings Corp. and Exchange Listing, LLC dated July 1, 2022
10.65†	Amendment to (Consulting) Agreement by and between La Rosa Holdings Corp. and Bonilla Opportunity Fund I Ltd. dated July 20, 2022
10.66#†	Form of Restricted Stock Unit Agreement
10.67#†	Form of Amendment to Restricted Stock Unit Agreement
10.68†	Form of Extension Agreement to Note Purchase Agreement
10.69†	Form of Debt Exchange Agreement
10.70†	Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated July 29, 2022
10.71†	Amendment dated August 22, 2022 to the Promissory Note by La Rosa Holdings Corp. to ELP Global, PLLC dated July 15, 2021
10.72†	Capital Market Advisory Agreement by and between La Rosa Realty Corp. and Exchange Listing, LLC dated July 1, 2022
10.73†	Unsecured Subordinated Promissory Note No. A-1 between La Rosa Holdings Corp. and Gina Salerno dated August 22, 2022
10.74†	Amendment dated September 15, 2022 to Membership Interest Purchase Agreement dated January 5, 2022 by and among La Rosa Holdings Corp. and La Rosa Realty the Elite, LLC
10.75†	Amendment dated September 15, 2022 to Stock Purchase Agreement dated January 6, 2022 by and among La Rosa Holdings Corp. and La Rosa Realty Lake Nona, Inc.
10.76†	Amendment dated September 15, 2022 to Membership Interest Purchase Agreement dated January 11, 2022 by and among La Rosa Holdings Corp. and La Rosa Realty North Florida, LLC
10.77†	Amendment dated September 15, 2022 to Membership Interest Purchase Agreement dated December 21, 2021 by and among La Rosa Holdings Corp. and Horeb Kissimmee Realty, LLC
10.78†	Amendment dated September 15, 2022 to Membership Interest Purchase Agreement dated January 6, 2022 by and among La Rosa Holdings Corp. and La Rosa Realty Lakeland, LLC
10.79†	Amendment dated September 15, 2022 to Membership Interest Purchase Agreement dated January 7, 2022 by and among La Rosa Holdings Corp. and La Rosa CW Properties LLC
10.80†	Unsecured Subordinated Promissory Note between La Rosa Holdings Corp. and Joseph La Rosa dated October 3, 2022
10.81†#	Amendment No. 2 dated October 18, 2022 to the Employment Agreement between La Rosa Holdings Corp. and Mark Gracy
10.82†	Convertible Promissory Note by La Rosa Holdings Corp. to Gemma and Whitfield Pressinger dated October 5, 2022
10.83†	Convertible Promissory Note by La Rosa Holdings Corp. to Misael Ortega dated October 7, 2022
10.84†#	Form of Employment Agreement by and between La Rosa Holdings Corp. and Kent Metzroth dated November 1, 2022
10.85†	Amendment No. 1 dated October 28, 2022 to the Unsecured Subordinated Promissory Notes by La Rosa Holdings Corp. to Joseph La Rosa dated February 25, 2022, dated April 29, 2022, dated May 17, 2022, dated June 29, 2022, dated July 28, 2022, dated October 3, 2022.
10.86†	Amendment dated October 30, 2022 to the Promissory Note by La Rosa Holdings Corp. to ELP Global, PLLC dated July 15, 2021
10.87†	Form of Extension Agreement dated October 25, 2022 to a Note Purchase Agreement
10.88†	Form of Second Extension Agreement October 25, 2022 to a Note Purchase Agreement

10.89†	Securities Purchase Agreement by and between La Rosa Holdings Corp. and Named Investors dated November 14, 2022
10.90†	Senior Secured Convertible Promissory Note by and between La Rosa Holdings Corp. and Emmis Capital II, LLC dated November 14, 2022
10.91†	Pledge and Security Agreement by and between La Rosa Holdings Corp. and Emmis Capital II, LLC dated November 14, 2022
10.92†	Common Share Purchase Warrant by and between La Rosa Holdings Corp. and Emmis Capital II, LLC dated November 14, 2022
10.93†#	Amendment No. 1 dated November 14, 2022 to the Employment Agreement between La Rosa Holdings Corp. and Kent Metzroth dated November 1, 2022
10.94†	Convertible Original Issue Discount Promissory Note by and Between La Rosa Holdings Corp. and Joseph La Rosa dated December 2, 2022
10.95†	Common Stock Purchase Warrant by and between La Rosa Holdings Corp. and Joseph La Rosa dated December 2, 2022.
10.96†	Form of Amendment No. 2 to Membership Interest Purchase Agreement
10.97†	Form of Debt Exchange Agreement
10.98†	Form of Franchisee Acquisition Promissory Note
10.99†	Amendment No. 2 dated February 16, 2023 to Unsecured Subordinated Promissory Note No. A-1 between La Rosa Holdings Corp. and Gina Salerno dated August 22, 2022
10.100†	Form of Series A Preferred Stock Purchase Agreement
10.101†	Debt Exchange Agreement between La Rosa Holdings Corp. and Joseph La Rosa dated March 27, 2023
10.102†	Share vesting, cancellation and reissuance agreement by and between La Rosa Holdings Corp., Bonilla Opportunity Fund I, LTD, CGB-TRUST-1001-01-13-22 and ELG Trust 1004-09-01-13, dated December 8, 2022
10.103†	Amendment dated May 17, 2023 to the Employment Agreement between La Rosa Holdings Corp. and Kent Metzroth dated November 1, 2022
10.104†	Amendment dated May 17, 2023 to the Amended and Restated Employment Agreement between La Rosa Holdings Corp. and Joseph LaRosa dated April 29, 2022
10.105†	Amendment No. 1 dated May 18, 2023 to the Share Vesting, Cancellation and Reissuance Agreement between La Rosa Holdings Corp., Bonilla Opportunity Fund I, LTD, CGB-TRUST-1001-01-13-22 and ELG Trust 1004-09-01-13 dated December 8, 2022.
10.106†	Amendment No.2 dated June 9, 2023 to the Share Vesting, Cancellation and Reissuance Agreement between La Rosa Holdings Corp., Bonilla Opportunity Fund I, LTD, CGB-TRUST-1001-01-13-22 and ELG Trust 1004-09-01-13 dated December 8, 2022
10.107†	Extension agreement between Emmis Capital II, LLC and La Rosa Holdings Corp. dated June 21, 2023
10.108†	Lease Extension Agreement between La Rosa Realty, LLC and LJR Partners, LLC dated May 10, 2023
10.109†	Amendment No. 3 dated July 12, 2023 to Unsecured Subordinated Promissory Note No. A-1 between La Rosa Holdings Corp. and Gina Salerno dated August 22, 2022
10.110†	Amendment No. 4 dated August 25, 2023 to Unsecured Subordinated Promissory Note No. A-1 between La Rosa Holdings Corp. and Gina Salerno dated August 22, 2022
10.111†	Standard Merchant Cash Advance Agreement between La Rosa Holdings Corp. and Cedar Advance LLC dated July 3, 2023
10.112†#	Amendment dated August 15, 2023 to the Employment Agreement between La Rosa Holdings Corp. and Kent Metzroth dated November 1, 2022
14.1†	Code of Business Conduct and Ethics
21.1†	List of subsidiaries
23.1†	Consent of Marcum LLP
23.2	Consent of Carmel, Milazzo & Feil LLP (to be included in Exhibit 5.1)
23.3†	Consent of Rosenberg Rich Baker Berman, P.A.
99.1†	Director Consent of Thomas Stringer
99.2†	Director Consent of Jodi R. White
99.3†	Director Consent of Michael La Rosa
99.4†	Director Consent of Ned L. Siegel
99.5†	La Rosa Holdings Corp. Audit Committee Charter

99.6†	La Rosa Holdings Corp. Compensation Committee Charter
99.7†	La Rosa Holdings Corp. Nominating and Corporate Governance Committee Charter
107†	Calculation of Filing Fee Tables

# Management contracts or compensatory plans, contracts or arrangements.

† Previously filed.

(b) Financial Statement Schedules.

The financial statement schedules have been omitted because they are not applicable, not required, or the information is included in the combined financial statements or notes thereto.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Celebration, State of Florida, on September 12, 2023.

LA ROSA HOLDINGS CORP.
By:	/s/ Joseph La Rosa
Name:	Joseph La Rosa
Title:	President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Joseph La Rosa	Founder, President, Chief Executive Officer, and Director (Principal Executive Officer)	September 12, 2023
Joseph La Rosa
/s/ Kent Metzroth*	Chief Financial Officer (Chief Accounting Officer)	September 12, 2023
Kent Metzroth
/s/ Michael A. La Rosa*	Director	September 12, 2023
Michael A. La Rosa
/s/ Ned L. Siegel*	Director	September 12, 2023
Ned L. Siegel
/s/ Thomas Stringer*	Director	September 12, 2023
Thomas Stringer
/s/ Jodi R. White*	Director	September 12, 2023
Jodi R. White

*By Joseph La Rosa, Attorney-In-Fact

EX-5.1

 Exhibit 5.1

 

September 12, 2023

La Rosa Holdings Corp.

1420 Celebration Blvd., 2nd Floor

Celebration, FL 34747

RE:	La Rosa Holdings Corp.
	Registration Statement on Form S-1 (File No. 333-264372)

Ladies and Gentlemen:

We have acted as counsel to La Rosa Holdings Corp., a Nevada corporation (the “Company”), in connection with the Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 19, 2022 (as amended, the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”) in connection with the offer and sale by the Company of 1,000,000 shares (“Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), and the warrants to be issued to the representative of the several underwriters (“Representative’s Warrants”) and the shares of Common Stock underlying the Representative’s Warrants (“Representative’s Shares”). The Registration Statement also relates to the registration of the proposed offer and sale of up to 2,527,340 shares (the “Selling Stockholders Shares”) of Common Stock by the selling stockholders identified in the Registration Statement (the “Selling Stockholders”). The Selling Stockholders Shares include a) 2,469,840 shares of Common Stock consist of shares underlying restricted stock units, shares exchanged for outstanding debt and shares issued for services rendered to a total of 168 Selling Stockholders, and b) 50,000 shares of Common Stock issuable upon exercise of the Representative’s Warrants (or 57,500 shares if the Representative (defined below) exercises the over-allotment option in full). The Firm Shares, the Representative’s Warrants, the Representative’s Shares and the Selling Stockholders Shares are collectively referred to as the “Securities.” The offering of the Securities by the Company pursuant to the Registration Statement, the prospectus that is a part of the Registration Statement (“Prospectus”) and the Underwriting Agreement (defined below) is referred to herein as the “Offering.”

The Securities are to be sold by the Company in an Offering pursuant to a definitive underwriting agreement (the “Underwriting Agreement”) approved by the Company’s Board of Directors, or a committee thereof, by and between the Company and Alexander Capital, L.P. (the “Representative”). This opinion is being furnished to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act and may be relied upon by all purchasers of the Securities in the offering described in the Prospectus.

In connection with our opinion expressed below we have examined originals or copies of the draft of the Underwriting Agreement, the form of the Representative’s Warrant, the Company’s Articles of Incorporation, as amended, filed with the Secretary of State of the State of Nevada (the “Articles”) and the Company’s Bylaws (the “Bylaws” and, together with the Articles, the “Charter Documents”), the Registration Statement, together with the exhibits filed as a part thereof and all other documents incorporated therein by reference, certain corporate proceedings of the Company’s board of directors (the “Board”) or a committee or committees of the Board relating to the Registration Statement, and such other agreements, documents, certificates and statements of the Company, and public or government officials, as we have deemed advisable, and have examined such questions of law as we have considered necessary.

We have assumed, and express no opinion as to, the genuineness of all signatures on documents submitted to us, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the absence of any termination, modification, waiver or amendment to any document reviewed by us, the absence of any other extrinsic agreements or documents that might change or affect the interpretation or terms of documents we have reviewed, and the due authorization, execution and delivery of all such documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. 

We express no opinion herein as to the laws of any state or jurisdiction other than the federal laws of the United States of America, and, with respect to our opinion relating to the enforceability of the Representative’s Warrants, the laws of the State of New York.

In connection with our opinions expressed below, we have assumed that, (i) at or prior to the time of the issuance and delivery of any of the Securities there will not have occurred any change in the law or the facts affecting the validity of the Securities, any change in actions of the Board or the Company’s stockholders, or any amendments to the Charter Documents, and (ii) at the time of the offer, issuance and sale of any Securities no stop order suspending the Registration Statement’s effectiveness will have been issued and remain in effect, and (iii) that the Registration Statement will not have been modified or withdrawn. We also have assumed that the issuance and delivery of the Securities subsequent to the date hereof and the compliance by the Company with the terms of such Securities will not result in a violation of the Articles or any provision of any instrument or agreement then binding upon the Company or any restriction imposed by any court or governmental body then having jurisdiction over the Company.

Based upon, and subject to, the foregoing, we are of the opinion that:

(i) the Firm Shares, when issued, sold and delivered in the manner and for the consideration stated in the Underwriting Agreement and the Registration Statement and in accordance with the resolutions adopted by the Board, will be legally issued, fully paid and non-assessable;

(ii) when the Representative’s Warrants are issued, sold and delivered in the manner and for the consideration stated in the Underwriting Agreement and the Registration Statement, such Representative’s Warrants will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles;

(iii) the Representative’s Shares, when issued and delivered by the Company upon the valid exercise of the Representative’s Warrants in accordance with the terms thereof, will be validly issued, fully paid and non-assessable; and

(iv) The Selling Stockholders Shares offered by the Selling Stockholders have been duly authorized for issuance and are validly issued, fully paid and non-assessable.

The opinions set forth above are subject to the following additional assumptions:

(i) The Registration Statement and any amendment thereto (including any post-effective amendment) has become effective under the Securities Act, and such effectiveness shall not have been terminated, suspended or rescinded;

(ii) All Securities offered pursuant to the Registration Statement will be issued and sold (a) in compliance with all applicable federal and state securities laws, rules and regulations and solely in the manner provided in the Registration Statement, the Prospectus included therein and the Underwriting Agreement, and (b) only upon payment of the consideration fixed therefor in accordance with the Underwriting Agreement; and 

(iii) To the extent that the obligations of the Company under any warrant agreement, or other agreement pursuant to which any Securities offered pursuant to the Registration Statement are to be issued or governed, including any amendment or supplement thereto, may be dependent upon such matters, we assume for purposes of this opinion letter that: (a) each party to any such agreement other than the Company will be duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) that each such other party will be duly qualified to engage in the activities contemplated thereby; (c) each such agreement and the applicable Securities will have been duly authorized, executed and delivered by each such other party and will constitute the valid and binding obligations of each such other party, enforceable against each such other party in accordance with their terms; (d) each such other party will be in compliance, with respect to acting in any capacity contemplated by any such agreement, with all applicable laws and regulations; and (e) each such other party will have the requisite organizational and legal power and authority to perform its obligations under each such agreement.

We assume no obligation to update or supplement any of our opinions to reflect any changes of law or fact that may occur. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm in the related Prospectus under the caption “Legal Matters.” In giving our consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Carmel, Milazzo & Feil LLP

Carmel, Milazzo & Feil LLP