{"filing":{"accession_number":"0001213900-26-061250","cik":"0001879403","ticker":"LRHC","company_name":"La Rosa Holdings Corp.","form":"8-K","filing_date":"2026-05-27","report_date":null,"primary_document":"ea0292267-8k_larosa.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1879403/000121390026061250/ea0292267-8k_larosa.htm"},"events":[{"id":8781,"run_id":7708,"accession_number":"0001213900-26-061250","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.94,"summary":"La Rosa Holdings entered into a Securities Purchase Agreement on May 27, 2026, to issue up to 500 shares of Series D Convertible Preferred Stock at $1,000 per share ($250,000 closing immediately, with 250 shares optionally issuable upon filing the 2025 Form 10-K). The Series D Preferred includes conversion rights into common stock at a fixed price of $1.58 or an Alternate Conversion Price as low as 90% of 10-day VWAP, with a 125% uplift multiplier, creating significant dilution to existing shareholders.","company_name":"La Rosa Holdings Corp.","ticker":"LRHC","filing_date":"2026-05-27","form":"8-K","submitted_at":null,"items":[{"id":1969,"accession_number":"0001213900-26-061250","item_number":"1.01","item_title":"Entry into","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"La Rosa Holdings entered into a Securities Purchase Agreement on May 27, 2026, to issue up to 500 shares of Series D Convertible Preferred Stock at $1,000 per share, with 250 shares closing immediately for $250,000 and 250 shares optionally issuable upon filing the 2025 Form 10-K. The Series D Preferred Stock includes broad conversion rights into common stock at a fixed conversion price of $1.58 (subject to adjustment) or an \"Alternate Conversion Price\" that can be as low as 90% of the 10-day VWAP, with a 125% uplift multiplier on conversion amount if not in a Change of Control. This structure is characteristic of a dilutive convertible issuance designed to raise capital while creating significant downside conversion mechanics that would dilute existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:34:36.620472+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1970,"accession_number":"0001213900-26-061250","item_number":"3.02","item_title":"Unregistered Sale of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 explicitly addresses unregistered sales of equity securities. This is a dilutive issuance event — the company is raising capital through a private placement or similar unregistered equity offering, which materially affects existing shareholders' ownership percentages and is a strong signal of capital needs.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:34:36.620472+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1972,"accession_number":"0001213900-26-061250","item_number":"5.03","item_title":"Amendments","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The filing discloses approval and filing of a Certificate of Designation in connection with an SPA (Stock Purchase Agreement), which typically indicates issuance of preferred stock as part of a material transaction. While Item 5.03 covers bylaw/charter amendments, the reference to Item 1.01 (Business Combinations) and the SPA context suggests this is ancillary to an M\u0026A or significant financing event rather than a routine administrative amendment. The Certificate of Designation itself is material, but the underlying transaction details are incorporated by reference to Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:34:36.620472+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":1969,"accession_number":"0001213900-26-061250","item_number":"1.01","item_title":"Entry into","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"La Rosa Holdings entered into a Securities Purchase Agreement on May 27, 2026, to issue up to 500 shares of Series D Convertible Preferred Stock at $1,000 per share, with 250 shares closing immediately for $250,000 and 250 shares optionally issuable upon filing the 2025 Form 10-K. The Series D Preferred Stock includes broad conversion rights into common stock at a fixed conversion price of $1.58 (subject to adjustment) or an \"Alternate Conversion Price\" that can be as low as 90% of the 10-day VWAP, with a 125% uplift multiplier on conversion amount if not in a Change of Control. This structure is characteristic of a dilutive convertible issuance designed to raise capital while creating significant downside conversion mechanics that would dilute existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:34:36.620472+00:00","company_name":"La Rosa Holdings Corp.","ticker":"LRHC","filing_date":"2026-05-27"},{"id":1970,"accession_number":"0001213900-26-061250","item_number":"3.02","item_title":"Unregistered Sale of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 explicitly addresses unregistered sales of equity securities. This is a dilutive issuance event — the company is raising capital through a private placement or similar unregistered equity offering, which materially affects existing shareholders' ownership percentages and is a strong signal of capital needs.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:34:36.620472+00:00","company_name":"La Rosa Holdings Corp.","ticker":"LRHC","filing_date":"2026-05-27"},{"id":1972,"accession_number":"0001213900-26-061250","item_number":"5.03","item_title":"Amendments","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The filing discloses approval and filing of a Certificate of Designation in connection with an SPA (Stock Purchase Agreement), which typically indicates issuance of preferred stock as part of a material transaction. While Item 5.03 covers bylaw/charter amendments, the reference to Item 1.01 (Business Combinations) and the SPA context suggests this is ancillary to an M\u0026A or significant financing event rather than a routine administrative amendment. The Certificate of Designation itself is material, but the underlying transaction details are incorporated by reference to Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-28T02:34:36.620472+00:00","company_name":"La Rosa Holdings Corp.","ticker":"LRHC","filing_date":"2026-05-27"}]}