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On August 4, 2025 (the "Agreement Date"), La Rosa Holdings Corp., a Nevada corporation (the "Company"), and an institutional investor (the "Investor") entered into an Equity Purchase Facility Agreement (the "EPFA"), pursuant to which, upon the terms and subject to the conditions contained therein, the Company has the right to issue and sell to the Investor from time to time as provided therein, and the Investor is required to purchase from the Company, up to an aggregate of $150 million (the "Commitment Amount") in newly issued shares of the Company's common stock, par value $0.0001 per share (the "Common Shares"). The prices at which such shares will be sold will be based on the applicable Market Price (as defined therein). The term of the facility provided under the EPFA expires on the earlier to occur of (i) the first day of the next month following the 36-month anniversary of the first trading date after the Agreement Date and (ii) the date on which the Investor shall have made payment of Advances pursuant to the EPFA for Common Shares equal to the Commitment Amount; provided that the Company may terminate the EPFA effective upon five trading days' prior written notice to the Investor (provided that there are no outstanding advance notices the Common Shares under which have yet to be issued).
Pursuant to the EFPA, the Company is required to provide each stockholder entitled to vote at a meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be promptly called and held not later than sixty (60) days after the Agreement Date (the "Stockholder Meeting Deadline"), a proxy statement in a form reasonably acceptable to the Investor and counsel, at the expense of the Company to solicit each of the Company's stockholders' affirmative vote at the Stockholder Meeting for approval of the proposal ("Stockholder Proposal") to authorize the issuance of all of the Common Shares issuable thereunder in compliance with the rules and regulations of the Nasdaq Capital Market (such affirmative approval being referred to herein as the "Stockholder Approval", and the date such Stockholder Approval is obtained, the "Stockholder Approval Date"), and the Company is required to use its reasonable best efforts to solicit its stockholders' approval of such proposal and to cause the board of directors of the Company to recommend to the stockholders that they approve such proposal.
Notwithstanding the foregoing, if the Company is able to obtain the written consent of holders of a majority of the shares of its issued and outstanding Common Shares to obtain Stockholder Approval (the "Stockholder Consent"), the Company may satisfy the foregoing obligations under the EPFA by obtaining such consent and submitting for filing with the Securities and Exchange Commission a Preliminary Information Statement on Schedule 14C no later than 20 days prior to the Stockholder Meeting Deadline, followed by a Definitive Information Statement on Schedule 14C no later than the timeline for such filing prescribed by the Securities Exchange Act of 1934, as amended; provided, however, that if the Company receives a notification from the Nasdaq Capital Market that the Stockholder Consent must be modified, then the Company shall use its best efforts to provide a new Stockholder Consent.
The EFPA also contains conditions to advance fundings, representations and warranties, and covenants, in each case, typical for equity lines of credit of similar type.
Posted In: LRHC
