La Rosa Holdings Corp. Enters LOI to Exchange Note, Waive Token Rights

What Happened

• On July 26, 2026 La Rosa Holdings Corp. and certain institutional investors (the “Holders”) signed a nonbinding letter of intent (LOI) proposing an exchange of part of the Company’s Senior Secured Convertible Promissory Note (issued Jan. 8, 2026; due Jan. 8, 2028) for convertible preferred stock, and a partial waiver by the Holders of their Token Rights (tokens originally issued Nov. 12, 2025). The LOI is intended to address the Company’s minimum stockholders’ equity deficiency under Nasdaq Listing Rule 5550(b)(1) noted in the Company’s June 12, 2026 8‑K. Final terms will be set in definitive agreements to be executed by the parties.

Key Details

• LOI date: July 26, 2026; 8‑K filed July 29, 2026.
• Instrument involved: Senior Secured Convertible Promissory Note (issued Jan. 8, 2026; due Jan. 8, 2028).
• Related rights: Token Rights issued Nov. 12, 2025 may be partially waived by the Holders.
• Nature of agreement: Nonbinding LOI; definitive agreements expected to finalize terms. LOI filed as Exhibit 99.1.

Why It Matters

• If the proposed exchange and token‑rights waiver are completed, the transactions are intended to cure La Rosa’s Nasdaq minimum stockholders’ equity deficiency, which could help the company maintain its Nasdaq listing compliance. The proposals would change the company’s capital structure (conversion of debt into preferred equity) and could affect existing token claims. Because the LOI is nonbinding, investors should watch for subsequent definitive agreements and disclosures that specify final terms, potential dilution, and the actual impact on equity and governance.