La Rosa Holdings Corp. 8-K

What Happened
La Rosa Holdings Corp. announced on May 27, 2026 that it entered a Securities Purchase Agreement with an institutional investor to issue up to 500 shares of newly created Series D Convertible Preferred Stock at $1,000 per share. The company closed on the initial sale of 250 shares for $250,000; the investor may purchase the remaining 250 shares at its option upon the company filing its Form 10-K for the year ended December 31, 2025. The company also filed the Certificate of Designation for the Series D Preferred Stock with the Nevada Secretary of State.

Key Details

• Purchase and closing: 250 shares of Series D Preferred sold on May 27, 2026 for $1,000/share — total proceeds $250,000; up to 250 additional shares issuable at investor’s option.
• No dividends; limited voting rights: Series D pays no dividends and has no voting rights except in specified corporate actions per the Certificate of Designation.
• Conversion mechanics: holders may convert Series D into common stock. Conversion Price is either $1.58 (subject to adjustment) or an Alternate Conversion Price (lowest applicable price, with floor and VWAP-based limits). Conversion Amount divided by Conversion Price determines shares received.
• Conversion limits and anti-dilution: conversions capped so a holder cannot beneficially own more than 9.99% of common stock. If the company issues equity below the then-applicable Conversion Price, the Conversion Price will be reduced to that lower effective price.
• Alternate conversion adjustment: if a holder elects the Alternate Conversion Price, the Conversion Amount is multiplied by 105% for a Change of Control or 125% otherwise.
• Company redemption right: the company may redeem all (but not less than all) outstanding Series D at a price based on the greater of the Conversion Amount or a market-price-based calculation.
• Securities sold in a private placement (unregistered) as disclosed under Item 3.02.

Why It Matters
This transaction provides La Rosa Holdings with $250,000 in immediate cash and a mechanism for potentially raising another $250,000. For common shareholders, the Series D carries conversion features and anti-dilution protections that could lead to dilution of existing common stock if converted or if the conversion price is adjusted downward by future equity sales. The Certificate of Designation also changes the company’s capital structure and grants the company a right to redeem the preferred shares under specified terms. Retail investors should note the dilution caps (9.99% per holder) and the lack of dividends or regular voting rights on the Series D.