La Rosa Holdings Corp. 8-K

What Happened

• La Rosa Holdings Corp. (LRHC) filed an 8-K on July 10, 2026 reporting a Securities Purchase Agreement (SPA) with an institutional investor to issue 250 shares of newly designated Series E Convertible Preferred Stock at $1,000 per share (total proceeds $250,000). The Company filed a Certificate of Designation for the Series E Preferred Stock with the Nevada Secretary of State (Board approved designation July 9, 2026; Certificate anticipated/dated July 10, 2026).

Key Details

• Amounts: 250 shares issued at $1,000 per share = $250,000 gross proceeds.
• Designation: Board designated up to 10,000 shares as Series E; Certificate of Designation filed as Exhibit 3.1.
• Rights and limits: Series E pays no dividends and has no general voting rights except in limited circumstances (e.g., changes adverse to Series E). Conversion capped so a holder cannot beneficially own more than 9.99% of common stock after conversion.
• Conversion mechanics and protections: Holders may convert at $1.58 per share (subject to adjustment) or an “Alternate Conversion Price” (formula-based, can include a 105% or 125% multiplier to the Conversion Amount depending on circumstances). The Conversion Price is subject to customary anti-dilution protection (will be reduced if the Company issues stock below the then-effective Conversion Price).
• Redemption: Company may redeem all (but not less than all) outstanding Series E shares at a formula-based price described in the Certificate of Designation.
• Transaction documents: SPA filed as Exhibit 10.1 (with certain personal/private schedules omitted).

Why It Matters

• This filing shows LRHC raising capital via a preferred-stock financing that can convert into common stock, which may increase share count if conversions occur. Key investor protections (anti-dilution, conversion formulas, and a 9.99% ownership cap) and the Company’s ability to redeem the series are important for understanding potential dilution and timing of any conversion or exit events. Retail investors should monitor future disclosures for any conversions, additional issuances, or redemptions that could affect share count and ownership percentages.