Stratum Holdings: securities offering (amended)

Cover page 12 changes

ea0220406-s1_larosa.htm

REGISTRATION STATEMENT

on November 8, 2024.

ea0225551-s1a1_larosa.htm

AMENDMENT NO. 1 TO FORM S-1

As filed with the Securities and Exchange Commission

Commission on December 20, 2024.

Registration Statement No. 333-[*] 333-283102

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are a "controlled company" as defined under the corporate governance rules of Nasdaq because our Founder, Mr. Joseph La Rosa, as of November 8, December 18, 2024, controls 65.2% 64.6% of the total voting power of our common stock 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")

20,000,000 votes provided by his Series X Super Voting Preferred Stock, $0.0001 par value per share, (the "Series X Preferred Stock")

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Market under the symbol "LRHC." On November 8, December 18, 2024, the last reported sale price of our common stock on the Nasdaq Capital

Market was $0.85 $0.68 per share.

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Prospectus summary 6 changes

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Our primary market is in the United States. As

As of November 8, December 20, 2024, we have 24 La Rosa Realty corporate real estate brokerage offices and branches in Florida, California, Texas, Georgia, and Puerto Rico. We have 8 La Rosa Realty franchised real estate brokerage offices and branches and three affiliated real estate brokerage offices that pay us fees in two states in the United States and Puerto Rico. Additionally, we have a full-service escrow settlement and title company in Florida.

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We are a "controlled company" as defined

as defined under the corporate governance rules of Nasdaq because our founder, Mr. Joseph La Rosa, as of November 8, December 18, 2024, controls 65.2% 64.8% of the total voting power of our common stock 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.

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to be a "controlled company" within the meaning of the Nasdaq Stock Market Rules, due to the fact that our Chief Executive Officer, Chairman and Founder, Mr. Joseph La Rosa, as of November 8, December 18, 2024, controls 65.2% 64.8% of the total voting power of our common stock 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.

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exercise of the Warrants by Abri, Mr. La Rosa will control 64.6% 63.2% of total voting power of our Company.

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Summary of risk factors 6 changes

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Common Stock Outstanding After Offering (1)

20,223,639 shares, assuming (i) the Warrants held by Abri are exercised for shares of common stock, and (ii) no other shares of common stock are issued by us. If less than all of the Warrants are exercised for shares of common stock, we would have less common stock outstanding after the Offering.

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Based on 19,824,077 20,203,306 shares of common stock outstanding as of November 8, December 18, 2024, which includes 936,264 Shares issued to Abri and 125,000 Shares issued to Brown Stone on November 1, 2024. Other than the shares of common stock underlying the Warrants, it excludes the following as of such date:

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3,792,910 shares of our common stock issuable upon the exercise of stock options outstanding, at a weighted average exercise price of $1.73 per share;

67,969 89,091 shares of our common stock issuable upon the vesting of restricted stock units;

4,040,483 4,042,593 shares of our common stock reserved for future issuance under our 2022 Equity Incentive Plan; and ● 2,551,356 shares of our common stock issuable upon conversion of outstanding convertible promissory notes.

Risk factors 4 changes

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Furthermore, on November 6, December 18, 2024, the closing

price of our common stock was $0.85. $0.68. Pursuant to Nasdaq Rule 5810(c)(3)(A)(iii), if the closing price of our common stock is $0.10 or less for 10 consecutive trading days, we will be issued a Staff Delisting Determination by Nasdaq. If we receive a Staff Delisting Determination Letter resulting from our common stock trading at or below $0.10 for 10 consecutive trading days, we will have 7 calendar days to request a hearing before a Nasdaq hearings panel to review the Staff Delisting Determination, which will stay the delisting of our common stock by Nasdaq. A hearing would then take place within 45 days of the hearing request to determine whether, or not our common stock would be delisted. If, in the future, we receive a Staff Delisting Determination there can be no assurance that we would be successful in preventing a determination by the Nasdaq hearing panel that our stock will be delisted.

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Based on our common stock outstanding as of November December

8, 18, 2024, Mr. La Rosa had voting power of approximately 65.2% 64.8% of our outstanding voting stock. As a result, Mr. La Rosa, our President and Chief Executive Officer, Chairman of the Board of Directors, and majority stockholder, controls all matters requiring stockholder approval, including the election and removal of directors and any merger or other significant corporate transactions. The interests of Mr. La Rosa may not coincide with the interests of other stockholders.

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Market price of our common stock and related stockholder matters 4 changes

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As of November 8, 2024, we had 145 record holders

The last reported sale price for our common stock

stock on November 8, December 18, 2024, as reported by Nasdaq, was $0.85 $0.68 per share.

As of December 18, 2024, we had 143 record holders

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Selling stockholder 2 changes

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the Selling Stockholders and the common stock they may offer from time to time under this prospectus. This table is prepared based on holdings by the Selling Stockholders as of November 8, December 18, 2024. As used in this prospectus, the term "Selling Stockholders" includes the Selling Stockholders names in the table below, and any donees, pledgees, transferees, or other successors-in-interest selling shares received after the date of this prospectus from such Selling Stockholders as a gift, pledge, or other non-sale related transfer. The number of shares in the column "Maximum Number of Shares to be Offered for Resale Pursuant to this Prospectus" represents all of the common stock that the Selling Stockholders may offer under this prospectus. The Selling Stockholders may sell some, all or none of its shares offered by this prospectus. We do not know how long the Selling Stockholders will hold their shares before selling them, and we currently have no agreements, arrangements, or understandings with the Selling Stockholders regarding the sale of any of the shares.

The number of shares in the column "Maximum Number of Shares to be Offered for Resale Pursuant to this Prospectus" represents all of the common stock that the Selling Stockholders may offer under this prospectus. The Selling Stockholders may sell some, all or none of its shares offered by this prospectus. We do not know how long the Selling Stockholders will hold their shares before selling them, and we currently have no agreements, arrangements, or understandings with the Selling Stockholders regarding the sale of any of the shares.

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Description of the securities 5 changes

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As of November 8, 2024, there were 19,824,077

As of December 18, 2024, there were

20,203,306 shares of common stock and 2,000 shares of Series X Super Voting Preferred Stock issued and outstanding. Upon closing of this offering, we will have 20,223,569 20,602,868 shares of common stock outstanding, assuming (i) the Warrant held by Abri is exercised for shares of common stock, and (ii) no other shares of common stock are issued by us. If less than all of the Warrants are exercised for shares of common stock, we would have less common stock outstanding after the Offering.

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As of November 8, 2024, there are eleven (11)

As of December 18, 2024, there are eleven (11) outstanding warrants covering 1,583,711 shares of common stock and sixteen (17) eighteen (18) outstanding options covering 3,792,910 4,392,910 shares of common stock.

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Information we incorporate by reference 12 changes

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Our Quarterly Reports on

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Our Current Reports on

2024, filed with the SEC on May 15, 2024, and on Form 10-Q for the fiscal quarter ended June 30, 2024, filed with the SEC on August 15, 2024;

10-Q for the fiscal quarter ended June 30, 2024, filed with the SEC on August 15, 2024, and on Form 10-Q for the fiscal quarter ended September 30, 2024, filed with the SEC on November 19, 2024;

on Form 8-K filed with the SEC on January 4,

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2024 , August 22, 2024 , August 27, 2024 , September 20, 2024 , October 1, 2024 , October 4, 2024 , October 11, 2024 , October 24, 2024 , and November 7, 2024 ;

13, 2024 , August 16, 2024 ,

August 22, 2024 , August

27, 2024 , September 20, 2024 ,

October 1, 2024 , October

4, 2024 , October 11, 2024 ,

November 14, 2024 , and November 25, 2024 ;

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Recent Sales of Unregistered Securities 4 changes

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On November 11, 2024, the Company issued an

aggregate 379,428 unregistered shares of common stock to the selling member of La Rosa Realty Premier, LLC, a Florida limited liability company and a franchisee of the Company ("Realty Premier"), and its designee, in connection with the Company's acquisition of a 49% membership interest in Realty Premier from the selling member pursuant to a purchase agreement, dated November 11, 2024, by and among the Company, Realty Premier and the selling member.

On December 4, 2024, the Company issued to

Joseph La Rosa, its Chief Executive Officer, a ten year non-qualified stock option to purchase 600,000 shares of common stock of the Company, having an exercise price of $0.6699, pursuant to Amendment No. 2 to the Amended and Restated Employment Agreement between the Company and Mr. La Rosa signed on December 7, 2023, 100% of which vested on the date of grant.

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Exhibits 8 changes

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Form of Registration Rights Agreement by and between the Company and Abri Advisors, Ltd. dated November 1, 2024 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of October 24, 2024 incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed with the SEC as of November 7, 2024).

Membership Interest Purchase Agreement by and between the Company, La Rosa Realty Premier, LLC, and the Selling Member, dated November 11, 2024 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of November 14, 2024) 10.173 Form of the Leak-Out Agreement (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of November 14, 2024) 10.174 Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.174 of the Company's Quarterly Report on Form 10-Q filed with the SEC as of November 19, 2024).

Second Amended and Restated La Rosa Holdings Corp. 2022 Agent Incentive Plan (incorporated by reference to Exhibit 10.175 of the Company's Quarterly Report on Form 10-Q filed with the SEC as of November 19, 2024).

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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 8 20 th day of November December 2024.

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KNOW ALL PERSONS BY THESE PRESENTS, that each

person whose signature appears below constitutes and appoints Joseph La Rosa (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 attorney-in-fact and agent, 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 attorney-in-fact and agent, or any of them, or his substitutes, may lawfully do or cause to be done by virtue hereof.

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Founder, President, Chief

Chief Executive Officer, and Director

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