This is a distressed financing by a micro-cap company that is delinquent on its SEC filings. The $250,000 raise is small relative to typical operating needs, suggesting acute cash constraints. The conversion price of $1.58 is well above the current stock price (market cap $0M implies near-zero value), meaning conversion is unlikely unless the stock rallies dramatically. However, the floor price of $0.26 and anti-dilution protections create massive potential dilution if the company issues more stock at lower prices. Monitor for the overdue 10-K and 10-Q filings, which could trigger defaults or going-concern qualifications. The stock is likely to remain under pressure given the dilutive overhang and filing delinquency.
Price Chart
Executive Summary
La Rosa Holdings Corp. entered into a Securities Purchase Agreement on May 27, 2026 to issue up to 250 shares of Series D Convertible Preferred Stock (stated value $1,000/share, convertible at $1.58/share) to a single institutional buyer, JAK Opportunities XI LLC, for gross proceeds of up to $250,000. The filing also establishes the terms of the Series D Preferred Stock via a Certificate of Designation, which includes a 9.99% beneficial ownership blocker, a floor price of $0.26, and extensive anti-dilution protections. This is a dilutive capital raise by a micro-cap real estate brokerage that is late on its 10-K and 10-Q filings, signaling financial distress.
Key Financial Metrics
Key Facts
- Company issued up to 250 shares of Series D Convertible Preferred Stock at $1,000 stated value per share, raising up to $250,000
- Conversion price set at $1.58 per share, with a floor price of $0.26
- Buyer is JAK Opportunities XI LLC, a single institutional investor
- Company is late filing its Annual Report on Form 10-K for FY2025 and Quarterly Report on Form 10-Q for Q1 2026
- Preferred stock ranks senior to common stock on liquidation and includes mandatory redemption upon bankruptcy trigger events
- Extensive anti-dilution adjustments apply to the conversion price upon any future dilutive issuance below the then-current conversion price
- Company must reserve 200% of shares needed for conversion at the floor price
- Proceeds to be used for acquisitions and general corporate purposes, not for debt satisfaction or stock repurchases
Financial Impact
Up to $250,000 gross proceeds from preferred stock issuance; conversion at $1.58/share implies up to ~158,228 common shares at maximum (before anti-dilution adjustments), representing ~10.3% dilution based on 1,531,052 shares outstanding
Risk Factors
- Company is delinquent on 10-K and 10-Q filings, risking Nasdaq delisting or SEC enforcement
- Dilutive overhang from conversion rights and anti-dilution protections could pressure common stock
- Small raise ($250K) suggests acute liquidity needs; may require additional dilutive financing
- Preferred stock ranks senior to common on liquidation, reducing common equity recovery in bankruptcy
- Extensive investor protections (triggering events, mandatory redemption) could force cash outflows the company cannot afford
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 2 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001213900-26-061250 |
| Document: ea029226701ex10-1.htm | 0001213900-26-061250 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 7, 2026 19d ago | SC 13G/A | $1.27 | awaiting T+60 | — | $0.4260 (−66.46%) |
Oct 1, 2026 26d ago | 8-K | $1.84 | awaiting T+60 | — | $0.4260 (+76.85%) |
Sep 18, 2026 5w ago | 8-K | $2.43 | awaiting T+60 | — | $0.4260 (+82.47%) |
Sep 16, 2026 5w ago | 8-K | $2.45 | awaiting T+60 | — | $0.4260 (+82.61%) |
Aug 24, 2026 9w ago | Press Release | $0.4970 | awaiting T+60 | — | $0.4260 (−14.29%) |
Aug 18, 2026 10w ago | 8-K | $0.5790 | awaiting T+60 | — | $0.4260 (+26.42%) |
Aug 3, 2026 12w ago | 8-K | $0.8200 | awaiting T+60 | — | $0.4260 (+48.05%) |
Jul 10, 2026 15w ago | 8-K | $1.07 $0.2633 | ▲ +75.39% | ▲ +78.02% | $0.4260 (+60.19%) |
Jun 10, 2026 19w ago | 8-K | $1.08 | awaiting T+60 | — | $0.4260 (+60.56%) |
Jun 5, 2026 20w ago | 8-K | $1.02 | awaiting T+60 | — | $0.4260 (+58.24%) |
US Market Status
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