La Rosa Holdings Reports CEO Change and Series F Preferred Financings

What Happened

• La Rosa Holdings Corp. (Nasdaq: LRHC) filed an 8-K reporting material financing and commercial transactions and an executive change in late September/early October 2026. On Sept. 28–30, 2026 the company (i) completed an exchange and related financings that issued Series F Convertible Preferred Stock, (ii) entered a settlement converting token rights into Series F shares, (iii) agreed to an asset contribution and securities purchase for GPUs and (iv) signed a master lease to lease those GPUs to a lessee. Separately, Joseph La Rosa resigned as CEO and interim CFO effective Oct. 1, 2026; the Board appointed Nicholas Adler as CEO and interim CFO effective Oct. 1, 2026.

Key Details

• Exchange Agreement (Sept. 28, 2026): Holders exchanged certain securities (including $1,500,000 principal of an $11,000,000 senior secured convertible note plus interest, and all outstanding Series C (100), D (500) and E (810) preferred shares) for 3,410 newly issued shares of Series F Convertible Preferred Stock; the exchanged original securities were cancelled. Stockholder approval was obtained by written consent on Sept. 30, 2026.
• Settlement Agreement (Sept. 30, 2026): Outstanding Token Right (tokens valued at $5,688,263) was partially settled at initial closing by issuance of 500 Series F shares; an additional 5,500 Series F shares will be issued if an Additional Settlement Trigger Date occurs (later of 150 days from the settlement or one business day after issuance of equity at >$4.50 per share for >= $100,000 gross).
• Asset Contribution & Purchase Agreement (Sept. 30, 2026): Contributor delivered GPUs in exchange for 3,000 Series F initial contribution shares; up to 4,000 additional Earnout Initial Contribution Shares may be issued after a 150-day / $350,000 rental income trigger. Buyers may buy Series F at $1,000/share in additional closings (aggregate cap of 25,000 additional shares), with rights of participation and anti-dilution/covenants during the covenant period.
• Master Lease (Sept. 30, 2026): Company leased 6 GPUs/servers to SPRE NKC MO, LLC under a 32-month finance lease with monthly rent $94,167 (Oct 2026–Nov 2028) then $157,167 (Dec 2028–May 2029), and a $150,000 purchase option due May 2, 2029. Rent is absolute; lessee bears taxes, maintenance, insurance and risk of loss.
• Series F terms filed (Sept. 28, 2026): Certificate of Designation authorizes 50,000 Series F shares with $1,000 stated value; 8.0% annual dividend (compounded quarterly); initial conversion price $3.29 per common share (adjustable); conversion ownership cap of 9.99% per holder; initial floor price $0.526; alternate conversion mechanics and required premium provisions included.
• Executive changes: Joseph La Rosa resigned as CEO and interim CFO (effective Oct. 1, 2026) for personal reasons and now will serve as Director of Real Estate Operations under a new employment agreement (salary $200,000 plus quarterly board fee $18,750). Nicholas Adler (age 51), formerly independent director and Chair, appointed CEO and interim CFO with base salary $300,000 (term through Dec. 31, 2027 with automatic renewals). Adler is no longer considered independent and resigned from board committees. Employment agreements and board agreements were filed as exhibits.
• Nasdaq compliance: Company received a Nasdaq notice on June 10, 2026 for failing to meet the $2.5M minimum stockholders’ equity requirement. Management says, after the above transactions and adjustments, it believes stockholders’ equity exceeds $2.5M and that compliance may have been regained, but the independent accountant’s review and Nasdaq’s determination are pending.

Why It Matters

• Financing and liquidity: The issuance of Series F preferred stock and the GPU contribution/lease provide new capital structure elements and potential cash/rental income that management intends to use to strengthen liquidity and equity. Investors should note the Series F carries a high stated value ($1,000) with accruing dividends and conversion mechanics that can significantly affect common stock dilution depending on conversion activity.
• Corporate governance and leadership: The CEO/CFO change is material—Nicholas Adler’s appointment (and loss of his independent director status) shifts management responsibilities and board committee composition. Joseph La Rosa remains active in operations and on the Board, now focused on real estate operations.
• Nasdaq listing risk remains: Management believes the transactions improve stockholders’ equity above Nasdaq’s $2.5M threshold, but this is subject to independent review and Nasdaq’s final determination. If compliance is not sustained, delisting risk could negatively affect shareholders.
• Operational impact: The GPU leases create near-term contractual rental revenue but also commit the company to finance-lease accounting and asset-management obligations; the master lease terms and earnouts include specific revenue triggers that affect further share issuance.

Keywords: CEO, CFO, Series F preferred, convertible preferred, GPU lease, financing, Nasdaq compliance, dilution, conversion.