Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when LRHC files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsRed Flags Detected
- Variable Conversion Pricing At 90% of Vwap With 125% Multiplier (new) — This structure incentivizes the investor to convert during price weakness and can create downward pressure on the stock through conversion and sale cycles.
- Full Ratchet Anti-dilution Protection (new) — Any future equity raise at a lower price automatically increases dilution to existing common shareholders by lowering the preferred conversion price.
La Rosa raises $250K via convertible preferred stock with variable pricing and anti-dilution
Filed May 27, 2026 · Period ending May 27, 2026 · ~1 min read
Key Changes
-
high
Company issued 250 shares of new Series D Convertible Preferred Stock at $1,000/share ($250K raised), with option for investor to purchase 250 more shares ($250K) after 2025 10-K filing.
Item 1.01 verify on EDGAR → -
high
Preferred stock converts to common at either $1.58 fixed or 90% of lowest 10-day VWAP, with 125% multiplier on alternate conversion—creating significant dilution risk if stock price falls.
Item 3.02 verify on EDGAR → -
high
Full ratchet anti-dilution protection automatically lowers conversion price to match any future equity issuance below current conversion price, amplifying dilution to common shareholders.
Item 3.02 verify on EDGAR → -
medium
Investor gains veto rights over corporate actions affecting preferred stock interests, including charter amendments, senior securities creation, and share repurchases.
Item 3.02 verify on EDGAR → -
medium
Company can redeem all outstanding preferred shares at greater of stated value or peak stock price during redemption notice period, but must redeem all shares at once.
Item 3.02 verify on EDGAR →
Summary
La Rosa Holdings closed a $250,000 private placement by issuing 250 shares of newly created Series D Convertible Preferred Stock to an institutional investor, with an option for the investor to purchase another $250,000 upon filing of the company's 2025 annual report. While the initial capital raise is modest, the terms carry substantial dilution risk for existing shareholders.
The preferred stock includes a variable conversion mechanism allowing the investor to convert at 90% of the lowest stock price over any 10-day period, with a 125% multiplier on the conversion amount.
Combined with full ratchet anti-dilution protection that automatically lowers the conversion price if the company issues any equity below the current conversion price, these features could significantly increase share count if the stock price declines or the company needs additional financing. The investor also gains veto rights over certain corporate actions. Retail shareholders should monitor the company's stock price volatility and watch for the potential second $250K tranche closing, which would double the preferred stock outstanding. Any future equity financing announcements warrant close attention, as they would trigger the anti-dilution provisions and further increase potential dilution from the preferred stock conversions.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 27, 2026, La Rosa Holdings Corp., a Nevada corporation (the “Company”), and an institutional investor (the “Investor”) entered into a Securities Purchase Agreement (the “SPA”) pursuant to which the Company will issue to the Investor up to 500 shares of the Company’s Series D Convertible Preferred Stock, par value $0.0001 per share (“Series D Preferred Stock”), for a purchase price of $1,000 per share (the “Purchase Price”).
The Company entered into an agreement to issue up to 500 shares of new Series D Convertible Preferred Stock at $1,000 per share, for a total potential raise of $500,000. The initial closing on May 27, 2026 was for 250 shares ($250,000), with the remaining 250 shares issuable at the investor's option upon filing of the 2025 Form 10-K. This represents new equity financing for the Company.
Added in current filing · verify on EDGAR →
“Conversion Price”, as of any date of determination and subject to adjustment as provided therein (if any), at the option of the converting holder(s), either: (A) $1.58 (subject to adjustment), or (B) the “Alternate Conversion Price”. As used herein, “Alternate Conversion Price” means the lowest of (i) the applicable Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) the greater of (x) the “Floor Price” (as defined in the COD and as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events) and (y) 90% of the lowest VWAP (as defined in the Certificate of Designation) of the Common Stock during the ten (10) consecutive trading day period ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice.
The Series D Preferred Stock can convert to common stock at either a fixed $1.58 price or an "Alternate Conversion Price" based on 90% of the lowest VWAP over a 10-day period. This variable pricing mechanism can result in significant dilution to existing shareholders if the stock price declines, as the investor can convert at a discount to market. When using the Alternate Conversion Price, the conversion amount is multiplied by 125% (or 105% in a change of control), further increasing potential dilution.
Added in current filing · verify on EDGAR →
Subject to certain exceptions outlined in the Certificate of Designation, including, but not limited to, equity issuances in connection with its equity incentive plan and certain strategic acquisitions, if the Company sells, enters into an agreement to sell, or grants any option to purchase, or sells, enters into an agreement to sell, or otherwise disposes of or issues (or announces any offer, sale, grant or any option to purchase or other disposition) any shares of Common Stock or any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to receive, Common Stock, at an effective price per share less than the Conversion Price of the Series D Preferred Stock then in effect, the Conversion Price of the Series D Preferred Stock will be reduced to equal the effective price per share in such dilutive issuance.
The Series D Preferred Stock includes full ratchet anti-dilution protection, meaning if the Company issues any equity securities at a price below the Series D conversion price, the conversion price automatically adjusts downward to match that lower price. This protects the investor but can significantly increase dilution to existing common shareholders in future financing rounds, as the preferred holder gets more shares upon conversion.
Added in current filing · verify on EDGAR →
The Series D Preferred Stock has no voting rights except as required by Nevada law and except if the Company proposes to: (a) amend or repeal any provision of, or add any provision to, its articles of incorporation (the “Certificate of Incorporation”) or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit of the Series D Preferred Stock, regardless of whether any such action shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise
While the Series D Preferred Stock generally has no voting rights, holders gain voting rights on specific corporate actions that could affect their interests, including amendments to corporate documents, creation of senior securities, share repurchases, dividends on junior stock, and issuance of additional Series D shares. This gives the investor veto power over certain strategic decisions.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The Company issued the Series D Preferred Stock to the Investor pursuant to the exemption from the registration requirements of the Securities Act available to the Company under Rule 506(b) under Regulation D promulgated thereunder.
La Rosa Holdings completed an unregistered sale of Series D Preferred Stock to an investor using the private placement exemption under Rule 506(b) of Regulation D. This means the shares were sold without SEC registration, typically to accredited investors, and may have restrictions on resale.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Company filed Certificate of Designation with Nevada Secretary of State in connection with securities purchase agreement.
Added in current filing · verify on EDGAR →
On May 27, 2026, in connection with the SPA the Board of Directors of the Company approved and the Company filed the Certificate of Designation with the Secretary of State of the State of Nevada.
The company filed a Certificate of Designation with Nevada authorities, which typically creates a new class or series of preferred stock with specific rights, preferences, and terms. This filing was made in connection with a securities purchase agreement (SPA) referenced in Item 1.01 of the 8-K.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Certificate of Designation of Series D Convertible Preferred Stock of the Company
The company filed a Certificate of Designation creating a new class of Series D Convertible Preferred Stock. This represents a new equity financing instrument that can convert into common shares, potentially diluting existing shareholders. The specific terms (conversion price, dividend rate, liquidation preference) are in the attached certificate.
Added in current filing · verify on EDGAR →
Form of the Securities Purchase Agreement, between the Company and Investor, dated as of May 27, 2026.
The company entered into a securities purchase agreement with an investor on May 27, 2026. This agreement governs the sale of securities (likely the Series D Preferred Stock) to raise capital. Personal information about the investor has been redacted, and schedules/attachments are omitted but available upon SEC request.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · May 27, 2026 · How we verify