Stratum Holdings: securities offering (amended)

Cover page 49 changes

ea0206598-s1_larosa.htm

REGISTRATION STATEMENT

ea0206598-s1a1_larosa.htm

AMENDMENT NO. 1 TO FORM S-1

As filed with the Securities and Exchange Commission on June 11, 12, 2024.

Statement No. 333-280124

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THE SECURITIES ACT OF 1933

Rosa Holding s Corp.

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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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration

Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

to Completion, dated June 11, 2024

3,636,363 Units consisting of

3,636,363 Shares of Common Stock and

3,636,363 Common Warrants to purchase 3,636,363

Shares of Common Stock

3,636,363 Pre-Funded Units consisting of

3,636,363 Pre-Funded Warrants to purchase 3,636,363 Shares of Common Stock and

3,636,363 Common Warrants to purchase 3,636,363 Shares of Common Stock

We are offering 3,636,363 units (the "Units"),

each Unit consisting of one share of our common stock, par value $0.0001 per share, and one warrant ("Common Warrant"), exercisable for one share of our common stock at an assumed public offering price of $1.10 per Unit, based upon the last reported sale price of our common stock on The Nasdaq Stock Market, LLC ("Nasdaq") on June 10, 2024. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. Each Common Warrant offered hereby is immediately exercisable on the date of issuance at an exercise price of $1.21 per share (110% of the assumed offering price per Unit) and will expire five years from the date of issuance.

We are also offering pre-funded units (the "Pre-Funded

Units") to certain purchasers whose purchase of Units in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering. Each Pre-Funded Unit consists of one pre-funded warrant exercisable for one share of our common stock ("Pre-Funded Warrant") and one Common Warrant. The purchase price of each Pre-Funded Unit is equal to the price per Unit being sold to the public in this offering minus $0.01, and the exercise price of each Pre-Funded Warrant included in the Pre-Funded Unit is $0.01 per share. The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

For each Pre-Funded Unit we sell, the number of

Units we are offering will be decreased on a one-for-one basis. Without an active trading market, the liquidity of the Common Warrants and Pre-Funded Warrants will be limited.

The shares of common stock and Pre-Funded Warrants,

if any, can each be purchased in this offering only with the accompanying Common Warrants as part of a Unit or Pre-Funded Unit, as applicable, but the components of the Units or Pre-Funded Unit, as applicable, will be immediately separable and will be issued separately in this offering. See " Description of Securities " in this prospectus for more information.

Our common stock is listed on The Nasdaq Capital

Market under the symbol "LRHC." The closing price of our common stock on June 10, 2024, as reported by Nasdaq was $1.10. There is no established trading market for the Common Warrants and Pre-Funded Warrants, and we do not intend to list the Common Warrants and the Pre-Funded Warrants on any securities exchange or nationally recognized trading system.

The final public offering price will be determined

through negotiation between us, the underwriter and the investors based upon a number of factors, including our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our executive officers and the general condition of the securities markets at the time of this offering.

We are a "controlled company" as defined

under the corporate governance rules of Nasdaq because our founder, Mr. Joseph La Rosa, as of June 11, 2024, controls 74% of the total voting power based on his ownership of common stock and the 20,000,000 votes provided by his Series X Super Voting Preferred Stock, $0.0001 par value per share, (the "Series X Preferred Stock") that votes with the common stock, with respect to director elections and other matters. As a "controlled company," as defined under the Nasdaq Stock Market Rules, we are permitted to elect to rely on certain exemptions from Nasdaq's corporate governance rules. We do not plan to rely on these exemptions, but we may elect to do so in the future. Please read " Prospectus Summary-Implications of Being a Controlled Company " for more information.

are an "emerging growth company" and a "smaller reporting company" as defined under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See " Implications of Being an Emerging Growth Company and a Smaller Reporting Company ."

should read this prospectus carefully, together with additional information described under the headings " Incorporation of Certain

Information by Reference " and " Where You Can Find More Information, " before you invest in shares of our common stock.

in our securities involves a high degree of risk. See " Risk Factors " beginning on page 11 of this prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus, for a discussion of information that should be considered in connection with an investment in our securities.

the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Public offering price

Large accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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 7(a)(2)(B) of the Securities Act. ☐ registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-280124) is filed solely to amend Exhibits 4.10, 4.12,

10.148, and 21.1 thereto. Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Item 16(a) of

Part II of the Registration Statement, the signature page to the Registration Statement, and Exhibits 4.10, 4.12, 10.148, and 21.1. The remainder of the Registration Statement is unchanged and has therefore been omitted.

NOT REQUIRED IN THE PROSPECTUS

Exhibits 28 changes

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To be filed by amendment.

Financial Statement Schedules.

have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

undersigned registrant hereby undertakes:

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

That for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to any charter provision, by law or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and (ii) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Pursuant to the requirements of the Securities

List of subsidiaries

Consent of Marcum LLP

List of subsidiaries (incorporated by reference to Exhibit 21.1 of Form S-1 filed with the SEC on April 24, 2024) 23.1* Consent of Marcum LLP 23.2* Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1) 24.1** Power of Attorney (included on Signature Page) 97.1 Clawback Policy (incorporated by reference to Exhibit 97.1 of the Company's Annual Report on Form 10-K filed with the SEC on April 16, 2024).

Management contracts or compensatory plans, contracts or arrangements.

to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Celebration, State of Florida on the 11th 12th day of June 2024.

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ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph La Rosa and Kent Metzroth, and each of them (with full power to each of them to act alone), his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

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Founder, President, Chief Executive Officer, and

Executive Officer, and

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/s/ Michael A. La Rosa

La Rosa, Attorney-In-Fact