UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 7, 2023
| La Rosa Holdings Corp. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 001-41588 | 87-1641189 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
1420 Celebration Blvd., 2ndFloor Celebration, Florida |
34747 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(321) 250-1799
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name
of each exchange on which registered | ||
| Common Stock, $0.0001 par value | LRHC | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 7, 2023, on the approval and recommendation of the Compensation Committee the Board, La Rosa Holdings Corp., a Nevada corporation (the “Company”), entered into Amendment No. 2 (the “Amendment”) to that certain Amended and Restated Employment Agreement, dated April 29, 2022 (the “Employment Agreement”). between the Company and Joseph La Rosa, the Company’s Chief Executive Officer.
The Amendment amends Sections 4.3(a) and 4.3(b) of the Employment Agreement changing the form of equity awards to be granted to Mr. La Rosa under these sections from restricted common stock to stock options. Pursuant to the Amendment, the Company issued Mr. La Rosa a non-qualified stock option to purchase an aggregate of 900,000 shares of common stock for $2.09 (the closing price of the Company’s common stock on December 6, 2023). The option was granted pursuant to the Company’s 2022 Equity Incentive Plan (the “2022 Plan”) and vested 100% upon issuance. The option expires on the tenth anniversary date of the date of issuance, subject to terms and conditions of Mr. La Rosa’s Employment Agreement and the 2022 Plan.
The foregoing summary does not purport to be complete and is qualified in its entirety by the Amendment, copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 10.1 | Amendment No. 2 dated December 7, 2023 to Amended and Restated Employment Agreement between La Rosa Holdings Corp. and Joseph La Rosa dated April 29, 2022 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 8, 2023 | LA ROSA HOLDINGS CORP. | |
| By: | /s/ Kent Metzroth | |
| Name: | Kent Metzroth | |
| Title: | Chief Financial Officer | |
2
Exhibit 10.1
AMENDMENT NO. 2
TO JOSEPH LA ROSA EMPLOYMENT AGREEMENT
This Amendment No. 2 (“Amendment”) to the Amended and Restated Employment Agreement dated April 29, 2022, as amended on May 17, 2023 (the ”Agreement”), is made and entered into as of December 7, 2023, by and between La Rosa Holdings Corp., a Nevada corporation (the “Company”), and Joseph La Rosa, an individual (“Executive”). Each of the Company and Executive is herein referred to as “Party” and collectively, as the “Parties.”
RECITALS
WHEREAS, the Company and the Executive desire to amend the Agreement, as amended, to revise certain terms, conditions and obligations of the Parties with respect to the Executive’s employment as the Chief Executive Officer and President of the Company.
NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend the Agreement as follows:
1. Section 4.3 of the Agreement is hereby deleted in its entirety, and in its place the following is inserted:
“4.3 Equity Awards.
(a) Annual Equity Awards. With respect to each calendar year of the Company ending during the Employment Term, the Executive shall be eligible to receive an annual long-term incentive award of stock options to purchase at least 1% of outstanding shares of common stock of the Company each calendar year vesting in equal installments over twelve (12) months, commencing on the date of grant. Such stock options shall be granted to the Executive under an equity incentive plan of the Company that is in force on the date of the grant and has a sufficient number of shares of common stock authorized for issuance thereunder (the “Plan”). All terms and conditions applicable to each such award shall be determined by the Compensation Committee of the Company.
(b) Milestone Equity Awards. Executive shall receive certain equity awards based on achieving the following milestones and pursuant to the Plan. Each award will be granted as stock options to purchase a number of shares of common stock of the Company indicated below pursuant to the terms of the Plan and with a cashless exercise provision:
| (i) | 900,000 shares, as of December 7, 2023 and vesting 100% on the date of grant; |
| (ii) | 200,000 shares upon the closing of each acquisition after December 7, 2023; |
| (iii) | 500,000 shares upon the Company achieving a first time total market valuation of $100 Million; |
| (iv) | 500,000 shares upon the Company achieving a first time total market valuation of $250 Million; |
| (v) | 200,000 shares upon the Company achieving a positive EBITDA for the first time in any full calendar year; and |
| (vi) | 500,000 shares upon the Company achieving a positive EBITDA of $10 Million for the first time in any calendar year.” |
2. Except as set forth above, all of the terms, conditions and provisions of the Agreement shall be and remain in full force and effect. Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. This Amendment shall be effective on the date set forth above.
3. This Amendment may be executed in counterpart, which taken together shall constitute on fully executed Amendment.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed on the date first written above.
| LA ROSA HOLDINGS CORP. | |
| /s/ Kent Metzroth | |
| Signature | |
| Kent Metzroth | |
| Print Name | |
| Chief Financial Officer | |
| Title |
| /s/ Joseph La Rosa | |
| Joseph La Rosa |