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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 8, 2025
La Rosa Holdings Corp. |
(Exact name of registrant as specified in its charter) |
Nevada |
|
001-41588 |
|
87-1641189 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
1420
Celebration Blvd., 2nd
Floor
Celebration, Florida |
|
34747 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (321) 250-1799
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, $0.0001 par value |
|
LRHC |
|
The Nasdaq Stock Market LLC |
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).
Emerging growth company ☒
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 13(a) of the Exchange Act.
Item 1.01. Entry into
a Material Definitive Agreement.
On January 8, 2025, La
Rosa Holdings Corp., a Nevada corporation (the “Company”), and an institutional accredited investor (the “Holder”),
entered into that certain waiver (the “Waiver”), waiving the Event of Default (as defined in the Notes) under that
certain senior secured promissory note dated February 20, 2024 (the “First Note”), to that certain senior secured promissory
note dated April 1, 2024 (the “Second Note”), and to that certain senior secured promissory note dated July 16, 2024
(the “Third Note”, and collectively with the First Note and Second Note, the “Notes”), and the First
Warrants (as defined below).
As previously reported
in Current Reports of the Company on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 26,
2024, April 5, 2024, and July 19, 2024, the Company and the Holder entered into the Notes, pursuant to securities purchase agreements
dated February 20, 2024, April 1, 2024, and July 16, 2024, respectively (the “Agreements”). Pursuant to each of the
Agreements, the Company issued those certain First Warrants (as defined in each of the Agreements) on or around February 20, April 1,
and July 16, 2024 (collectively, the “First Warrants”).
Pursuant to the Waiver,
the parties agreed that:
| 1. | Holder waives the rights to all default penalties, default interest, and acceleration of any amounts owed
under the Notes and the First Warrants, as a result of the Company’s failure to cause Baxpi Holdings LLC, a Florida limited liability
company, to immediately execute and deliver an additional debtor joinder under the security agreements entered into in connection with
the Notes. At the same time, the Holder shall retain all related rights under (i) Sections 1.2(c), 1.6(e) of the Notes, and (ii) Section
2(b) of the First Warrants, and (iii) the right to effectuate conversions of the Notes under Section 4 of that certain Global Amendment
(the “Amendment”) to the Notes entered into by and between the Company and Holder on or around September 25, 2024.
The Holder can effectuate conversion of the Notes into common stock (1) pursuant to that certain conversion notice, dated January 8, 2025,
under the Third Note; (2) at any time starting February 1, 2025, or (3) before February 1, 2025 if a New Triggering Event occurs. |
“New
Triggering Event” shall mean (i) the Company at its option gives written notice to the Holder to permit the Holder to voluntarily
effectuate a conversion of any of the Notes, (ii) an Event of Default occurs under any of the Notes, or (iii) the Company fails to use
the Proceeds (as defined below) towards the repayment of the Notes.
| 2. | Within two (2) business days of raising any cash proceeds from the sale of securities pursuant to its
Form S-3 filed on or around November 22, 2024, and declared effective by the SEC on or around December 19, 2024 (the “Proceeds”),
the Company shall pay 100% of such Proceeds to the Holder towards the repayment of the Notes, excluding any Proceeds from the sale of
the securities on or before January 8, 2025. |
| 3. | There was no Event of Default under the Notes that were not waived by the Holder. |
| 4. | With respect to a certain future financing contemplated by the Company, the Holder waived the restriction
for the Company to enter into a Variable Rate Transaction (as defined in the Agreements) and the consummation of such financing shall
not be considered an Event of Default so long as all amounts outstanding under the Notes are repaid in the entirety on the date of the
closing of such financing. |
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.
Item 2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information outlined
in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
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 10, 2025 |
LA ROSA HOLDINGS CORP. |
|
|
|
|
By: |
/s/ Joseph La Rosa |
|
Name: |
Joseph La Rosa |
|
Title: |
Chief Executive Officer |
Exhibit 4.1
WAIVER
This
waiver (“Waiver”) with respect to senior secured promissory note, dated February 20, 2024 (the “First Note”),
the senior secured promissory note, dated April 1, 2024 (the “Second Note”), and the senior secured promissory note,
dated July 16, 2024 (the “Third Note”, and together with the First Note and Second Note, the “Notes”),
is entered into as of January 8, 2025, by and between La Rosa Holdings Corp., a Nevada corporation (the “Company”)
and Mast Hill Fund, L.P., a Delaware limited partnership (“Holder”). The Company and the Holder entered into the Notes,
pursuant to securities purchase agreements dated February 20, 2024, April 1, 2024, and July 16, 2024, respectively (the “Agreements”).
Pursuant to each of the Agreements, the Company issued that certain First Warrant (as defined in each of the Agreements) on or around
February 20, April 1, and July 16, 2024 (collectively, the “First Warrants”). Each of the Company and Holder is a
“Party” to this Waiver and the Company and the Holder, collectively, the “Parties” hereto. The
Parties hereto hereby agree as follows:
| 1. | Holder
hereby waives the rights to all default penalties, default interest, and acceleration of
any amounts owed under the Notes and the First Warrants pursuant to Section 3.3 of the Notes,
as a result of the Company’s failure to cause Baxpi Holdings LLC, a Florida limited
liability company, to immediately execute and deliver an additional debtor joinder under
the security agreements entered into in connection with the Notes, provided, however, that
the Holder shall retain all related rights under (i) Sections 1.2(c), 1.6(e) of the Notes,
and (ii) Section 2(b) of the First Warrants, and (iii) Section 4 of that certain Global Amendment
(the “Amendment”) to the Notes entered into by and between the Company
and Holder on or around September 25, 2024, provided, however, that the Holder shall not
have the right to effectuate any conversion of the Notes into common stock during the period
starting on January 9, 2025 and continuing through January 31, 2025 (the “Restricted
Period”), unless a New Triggering Event (as defined in this Waiver) occurs. “New
Triggering Event” shall mean (i) the Company at its option gives written notice to
the Holder to permit the Holder to voluntarily effectuate a conversion of any of the Notes
during the Restricted Period, (ii) an Event of Default (as defined in the Notes) occurs under
any of the Notes, or (iii) the Company fails to comply with Section 2 of this Waiver. For
the avoidance of doubt, the aforementioned restriction shall not apply to the conversion
notice dated January 8, 2025, under the Third Note, a copy of which is attached hereto as
Exhibit “A”. |
| 2. | The
Company shall, within two (2) business days of raising any cash proceeds from the sale of
securities pursuant to its Form S-3 filed on or around November 22, 2024, and declared effective
by the SEC on or around December 19, 2024 (the “Proceeds”), pay 100% of such
Proceeds to the Holder towards the repayment of the Notes, provided, however, that any Proceeds
from the sale of the aforementioned securities sold on or before January 8, 2025 shall be
excluded. |
| 3. | The
Parties confirm that prior to the date hereof, there was no Event of Default (as defined
in the Notes) under the Notes that were not waived by the Holder. |
| 4. | Solely
with respect to the financing (the “Financing”) the terms of which are
described in the Offer Notice, dated December 13, 2024, delivered by the Company to the Holder
on December 13, 2024, and drafts of the Financing transaction documents provided by the Company
to the Holder on or around December 27, 2024, as amended, the Holder hereby waives the restriction
for the Company to enter into a Variable Rate Transaction as described in Section 4(o) of
each of the Agreements so long as all amounts outstanding under the Notes are repaid in the
entirety on the date of the closing of the Financing. The Parties agree that the consummation
of the Financing shall not be considered an Event of Default pursuant to Section 3.15 of
the Notes, and Mast Hill hereby waives the rights to all default penalties, default interest,
and acceleration of any amounts owed under the Notes as a result of the consummation of the
Financing by the Company, so long as all amounts outstanding under the Notes are repaid in
the entirety on the date of the closing of the Financing. |
| 5. | Except
as set forth above, all of the terms, conditions and provisions of the Notes, the Amendment
and First Warrants 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 Notes. This Waiver shall
be effective as
of 9:30 A.M. ET on January 8, 2025. |
[signature
page to follow]
IN
WITNESS WHEREOF, the Parties hereto have caused this Waiver to be executed on January 8, 2025.
COMPANY:
LA
ROSA HOLDINGS CORP.
By: |
|
|
|
Name: |
JOSEPH LA ROSA |
|
|
Title: |
CHIEF EXECUTIVE OFFICER |
|
HOLDER:
MAST
HILL FUND, L.P.
By: |
|
|
|
Name: |
PATRICK HASSANI |
|
|
Title: |
CHIEF INVESTMENT OFFICER |
|
Exhibit
A
(see
attached)
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