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 April 18, 2024, La Rosa Holdings Corp., a Nevada corporation (the “Company”), consummated its acquisition of 51% of the membership interests (the “Membership Interests”) of La Rosa Realty Lakeland, LLC, a Florida limited liability company and a franchisee of the Company (“Realty Lakeland”), pursuant to that certain membership interest purchase agreement, dated April 18, 2024 (the “Purchase Agreement”), by and among the Company, Realty Lakeland and the selling member of (the “Selling Member”) of Realty Lakeland (the “Transaction”).
The purchase price for the Membership Interests was $873,901.95, which was settled by a cash payment of $50,000 and the issuance of 514,939 unregistered shares of the Company’s common stock to the Selling Member based on $1.60 per share, the closing price of the Company’s common stock reported by The Nasdaq Stock Market, LLC for the previous trading day. The shares issued as consideration for the acquisition of the Membership Interests are referred to as the “Purchase Shares.”
Concurrently with the Transaction, on April 18, 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 Agreements 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 April 18, 2024, the Company issued 514,939 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 | Membership Interest Purchase Agreement, dated April 18, 2024, by and among La Rosa Holdings Corp., La Rosa Realty Lakeland LLC and the Selling Member | |
| 10.2 | Leak-Out Agreement, dated April 18, 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: April 24, 2024 | LA ROSA HOLDINGS CORP. | |
| By: | /s/ Joseph La Rosa | |
| Name: | Joseph La Rosa | |
| Title: | Chief Executive Officer | |
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