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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Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Stock Purchase Agreement, dated March 15, 2024, regarding La Rosa Realty California
On April 26, 2024, La Rosa Holdings Corp., a Nevada corporation (the “Company”), and Yeimalis Acevedo-Rasmussen (“Selling Stockholder”) entered into an amendment agreement (the “Amendment”) to correct an inadvertent error in the original stock purchase agreement, dated March 15, 2024 (the “Purchase Agreement”), by and among the Company, Selling Stockholder of La Rosa Realty California, a California corporation (“Realty California”). The Amendment rectified that mistake by stipulating the actual intent of the parties: the sale of ten (10) shares, representing one percent (1%) of the issued and outstanding shares of Realty California, by the Selling Stockholder to the Company. This acquisition was part of the Company's strategic initiatives to expand its operational footprint and increase its stake in Realty California. The acquisition of the ten (10) shares by the Company results in the Company owning an aggregate of 510 shares of common stock of Realty California, representing 51% of Realty California’s issued and outstanding shares of common stock. The purchase price for the ten (10) shares remains as initially agreed to in the Purchase Agreement, $2,413.99, which was settled by the issuance of 1,387 unregistered shares of the Company’s common stock to the Selling Stockholder based on $1.74 per share, the closing price of the Company’s common stock reported by The Nasdaq Stock Market, LLC for the previous trading day.
Except for the Amendment, all other terms of the Purchase Agreement and exhibits thereto remain unchanged and in full force and effect.
In compliance with regulatory requirements, the Company timely filed a Form 8-K with the Securities and Exchange Commission (SEC) on March 21, 2024, disclosing and filing the Purchase Agreement and the transactions contemplated thereby.
A copy of the Amendment is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment, dated April 26, 2024, to the Stock Purchase Agreement, dated March 15, 2024, between La Rosa Holdings Corp. and Selling Stockholder of La Rosa Realty California | |
| 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 26, 2024 | LA ROSA HOLDINGS CORP. | |
| By: | /s/ Joseph La Rosa | |
| Name: | Joseph La Rosa | |
| Title: | Chief Executive Officer | |
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