La Rosa Holdings Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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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.
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.
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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.
| Exhibit No. | Description | |
| 4.1 | Form of Waiver to the Notes, dated January 8, 2025. | |
| 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: January 10, 2025 | LA ROSA HOLDINGS CORP. | |
| By: | /s/ Joseph La Rosa | |
| Name: | Joseph La Rosa | |
| Title: | Chief Executive Officer | |
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