M&A - La Rosa Holdings Corp.

Form Type: NT 10-K

Filing Date: 2025-03-27

Corporate Action: Acquisition

Type: New

Accession Number: 000101376225003458

Filing Summary: La Rosa Holdings Corp. has submitted an NT 10-K form to notify of a late filing for their Annual Report on Form 10-K for the fiscal year ending December 31, 2024. The company is unable to file the report on time due to the need for additional time to prepare and review its financial statements, particularly in relation to recent acquisitions. They assure that the report will be filed by the 15th calendar day following the due date, indicating a proactive approach to compliance. Contact information for inquiries is provided, including the name and telephone number of Joseph La Rosa, the Chief Executive Officer.

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Form Type: 8-K/A

Filing Date: 2025-01-31

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025008833

Filing Summary: On November 11, 2024, La Rosa Holdings Corp. completed the acquisition of 49% of the membership interests of La Rosa Realty Premier, LLC for a purchase price of $322,514.1. The transaction was settled by issuing 354,428 unregistered shares of the Company’s common stock to the Selling Member and 25,000 unregistered shares to the Selling Member's designee, based on a price of $0.85 per share as per the closing price reported by The Nasdaq Stock Market. Additionally, the Selling Member entered into lock-up agreements preventing the sale of more than one-twelfth of their Purchase Shares per calendar month for one year after a six-month holding period. The 8-K/A form file serves to amend typographical errors regarding share quantities from the original filing on November 14, 2024, without affecting other reported items.

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Form Type: 8-K

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025001633

Filing Summary: On December 31, 2024, La Rosa Holdings Corp. completed its acquisition of 100% of the membership interests of Baxpi Holdings LLC and La Rosa Realty Beaches LLC, both of which are franchisees of the Company. The total purchase price for the Membership Interests was $1,136,177.34, which included a cash payment of $100,000 and the issuance of 1,193,752 unregistered shares of common stock valued at $0.868 per share. The cash payment will be settled in two equal installments as per the Purchase Agreement. The Selling Member also entered into a lock-up/leak-out agreement preventing the sale of more than one-twelfth of their Purchase Shares per month for one year following the expiration of a six-month holding period under Rule 144 of the Securities Act. This acquisition aligns with the Company's growth strategy and expansion plans in the real estate franchise sector.

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Form Type: CORRESP

Filing Date: 2024-12-02

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390024104648

Filing Summary: La Rosa Holdings Corp. addressed comments from the SEC regarding its Form 10-K for the year ended December 31, 2023. The company reported acquisitions of four entities: CW Properties, Premier, Orlando, and North Florida in December 2023. The company provided an evaluation of these acquisitions based on the asset test, investment test, and income test, concluding that none of the acquisitions exceeded the significance thresholds required for additional financial disclosures. Specifically, none exceeded 1.95% in the asset test, 4.59% in the investment test, 9.27% for revenue, or 0.37% for net income. The company noted that since they did not pass the significance tests, the pro forma financial information requirements were deemed not applicable. A breakdown of the income test for each acquired entity was included in their response to the SEC.

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