Stratum Holdings: securities offering (amended)

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ea0258372-s1_larosa.htm

REGISTRATION STATEMENT

ea025937801-s1a1_larosa.htm

AMENDMENT NO. 1 TO FORM S-1

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on September 25, 2025.

on September 29, 2025.

Registration Statement No. 333-[*] 333-290510

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The information contained

in this prospectus is not complete and may be changed. The Selling Stockholder named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where such offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED SEPTEMBER 25, 2025

UP TO 283,333,333 SHARES OF COMMON STOCK

This prospectus (this "Prospectus")

relates to the offer and sale from time to time by the selling stockholder named in this Prospectus (the "Selling Stockholder")

of up to 283,333,333 shares of common stock, par value $0.0001 per share (the "common stock"), of La Rosa Holdings Corp., a Nevada corporation (the "Company").

On August 4, 2025, we entered into an Equity Purchase

Facility Agreement ("Existing Facility Agreement"), by and between the Company and the Selling Stockholder, pursuant to which the Selling Stockholder committed to purchase up to $150,000,000 of our common stock. In accordance with the terms of the Existing Facility

Agreement, on August 11, 2025, the Company filed with the U.S. Securities and Exchange Commission (the "SEC") a Registration

Statement on Form S-1 (Reg. No. 333-289503) to register the resale of up to 100,000,000 shares of common stock issuable pursuant to the

Existing Facility Agreement. Such registration statement, as amended, was declared effective by the SEC on August 22, 2025

On September 18, 2025, we and the Selling Stockholder

entered into an Amended and Restated Equity Purchase Facility Agreement ("Amended Facility Agreement"), pursuant to which the parties agreed to increase the commitment amount under the Existing Facility Agreement from $150,000,000 of common stock to $1.0 billion of common stock (the "Facility").

We are registering the resale of up to 283,333,333

additional shares ("Shares" or "Advance Shares") of common stock that may be issued by us to Selling Stockholder pursuant to the Amended Facility Agreement. The actual number of shares of common stock issuable by us pursuant to the Facility will vary depending on the then-current market price of our common stock. For purposes of this Prospectus, we have assumed a price of $3 per share of common stock based on the reserve price per share assumed in the Amended Facility Agreement. For a more complete discussion of the terms and conditions of the Amended Facility Agreement and Facility, see the discussion under the heading " Equity Purchase Facility

Agreement " . The resale of up to 283,333,333 shares of common stock by the Selling Stockholder pursuant to this Prospectus is referred to as the "Offering."

We are not selling any securities under this Prospectus

and will not receive any of the proceeds from the sale of shares of common stock by the Selling Stockholder.

The Selling Stockholder may be deemed an "underwriter"

within the meaning of Section 2(a)(11) of the Securities Act. The Selling Stockholder may sell the shares of common stock described in this Prospectus in a number of different ways and at varying prices. See " Plan of Distribution " for more information about how the Selling Stockholder may sell the shares of common stock being registered pursuant to this Prospectus.

We are a "controlled company" as defined under the corporate governance rules of Nasdaq because our Founder, Mr. Joseph La Rosa, as of September 24, 2025, controls 95.7% 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. 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. See " Prospectus Summary-Implications of Being a Controlled Company, " beginning on page

1 of this Prospectus for more information.

We will pay the expenses incurred in registering

the shares of common stock, including legal and accounting fees. See " Plan of Distribution ."

Our principal executive offices are located at 1420

Celebration Blvd., 2nd Floor, Celebration, Florida 34747.

Our common stock is listed on the Nasdaq Capital

Market under the symbol "LRHC." On September 24, 2025, the last reported sale price of our common stock on the Nasdaq Capital

Market was $6.86 per share.

We are an emerging growth company under the Jumpstart

our Business Startups Act of 2012, or JOBS Act, and, as such, may elect to comply with certain reduced public company reporting requirements for this Prospectus and future filings.

Investing in our common stock involves a high

degree of risk. See " Risk Factors " beginning on page 15 of this Prospectus.

Neither the SEC 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.

The date of this Prospectus is __________, 2025

ABOUT THIS PROSPECTUS

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

SUMMARY OF RISK FACTORS

MARKET PRICE OF OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

AMENDED AND RESTATED EQUITY PURCHASE FACILITY AGREEMENT

PLAN OF DISTRIBUTION

DESCRIPTION OF CAPITAL STOCK

WHERE YOU CAN FIND MORE INFORMATION

INFORMATION WE INCORPORATE BY REFERENCE

La Rosa Holdings Corp. is filing this Amendment

No. 1 to its Registration Statement on Form S-1 (File No. 333-290510) (the "Registration Statement") as an exhibits-only filing to include Exhibits 10.200 and 10.201. Accordingly, this amendment 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 the filed exhibits. The remainder of the

Registration Statement is unchanged and has therefore been omitted.

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Exhibit and Financial Statement Schedules 3 changes

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(b) Financial Statement Schedules.

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.

Exhibits 12 changes

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Form of Warrant issued by the Company on November 1, 2024 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC as of November 7, 2024) 4.13 Form of Waiver to the Notes, dated January 8, 2025 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC as of January 10, 2025) 4.14 Form of Amendment No,1 to Waiver, dated January 22, 2025 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of January 22, 2025) II- 11 1 4.15 Form of Senior Secured Convertible Note (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC as of February 5, 2025) 4.16 Form of Incremental Warrant (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K filed with the SEC as of February 5, 2025) 4.17 Form of the Waiver, dated April 23, 2025, to the Senior Secured Convertible Note, issued on February 4, 2025 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC as of April 25, 2025) 4.18 Form of Amendment No. 1, dated June 26, 2025, to the Senior Secured Convertible Note, dated February 4, 2025. (incorporated by reference to Exhibit 4.18 of the Company's Registration Statement on Form S-1 (File No. 284962) filed with the SEC as of June 27, 2025).

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Form of Membership Interest Purchase Agreement, dated December 31, 2024, by and among La Rosa Holdings Corp., La Rosa Realty Beaches LLC, Baxpi Holdings LLC, and the Selling Member (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of January 7, 2025) 10.177 Form of Leak-Out Agreement, dated December 31, 2024, between La Rosa Holdings Corp. and the Selling Member (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of January 7, 2025) 10.178 Form of Warrant Redemption and Cancellation Agreement, dated January 21, 2025 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of January 22, 2025) 10.179 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of February 5, 2025) 10.180 Form of Security and Pledge Agreement (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of February 5, 2025) II- 20 10 10.181 Form of Intellectual Property Security Agreement (incorporated by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed with the SEC as of February 5, 2025) 10.182 Form of Registration Rights Agreement(incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed with the SEC as of February 5, 2025) 10.183 Form of Voting Agreement (incorporated by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K filed with the SEC as of February 5, 2025) 10.184 Form of Guaranty (incorporated by reference to Exhibit 10.6 of the Company's Current Report on Form 8-K filed with the SEC as of February 5, 2025) 10.185 Form of Lock-Up Agreement of a certain investor (incorporated by reference to Exhibit 10.7 of the Company's Current Report on Form 8-K filed with the SEC as of February 5, 2025) 10.186 Form of Lock-Up Agreement of the Chief Executive Officer of the Company (incorporated by reference to Exhibit 10.8 of the Company's Current Report on Form 8-K filed with the SEC as of February 5, 2025) 10.187# Amendment No. 4, dated February 3, 2025, to the Amended and Restated Employment Agreement dated April 29, 2022, as amended (incorporated by reference to Exhibit 10.9 of the Company's Current Report on Form 8-K filed with the SEC as of February 5, 2025) 10.188 Third Amended and Restated La Rosa Holdings Corp. 2022 Agent Incentive Plan (incorporated by reference to Exhibit 10.158 of the Company's Annual Report on Form 10-K filed with the SEC as of April 15, 2025) 10.189 Sales Agreement, dated November 22, 2024, by and between the Company and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 1.2 of the Company's Registration Statement on Form S-3 filed with the SEC as of November 22, 2024) 10.190 Form of LR Agent Advance Commission Purchase Agreement (incorporated by reference to Exhibit 10.15 of the Company's Quarterly Report on Form 10-Q filed with the SEC as of May 29, 2025) 10.191 Form of the Waiver Agreement, dated May 23, 2025 (incorporated by reference to Exhibit 10.16 of the Company's Quarterly Report on Form 10-Q filed with the SEC as of May 29, 2025) 10.192 Form of Amendment and Exchange Agreement between the Company and the Investor, dated June 18, 2025 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of June 20, 2025) 10.193 Form of Voting Agreement between the Company and Joseph La Rosa, dated June 18, 2025 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of June 20, 2025) 10.194 Second Amended and Restated La Rosa Holdings Corp. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.194 of the Company's Registration Statement on Form S-1 (File No. 333-289503) filed with the SEC as of August 11, 2025).

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Form of Amended and Restated Equity Purchase Facility Agreement, dated as of September 18, 2025 (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC as of September 19, 2025).

Form of Amended and Restated Registration Rights Agreement, dated as of September 18, 2025 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC as of September 19, 2025).

Amended and Restated Equity Purchase Facility Agreement, dated as of September 18, 2025 10.201**^ Amended and Restated Registration Rights Agreement, dated as of September 18, 2025 14.1 Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of the Company's Registration Statement on Form S-1 (File No. 333-264372) filed with the SEC as of June 14, 2022).

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Schedules and similar attachments have been omitted pursuant to Regulation S-K Item 601(a)(5). In addition, portions of this exhibit (indicated with markouts) have been redacted pursuant to Regulation S-K Item 601(b)(10)(iv).The Company agrees to furnish supplementally to the SEC, upon its request, an unredacted copy of this exhibit and a supplemental copy of any omitted schedule or attachment.

# Management contracts or compensatory plans, contracts or arrangements.

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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 25 29 th day of September 2025.

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KNOW ALL PERSONS BY THESE PRESENTS, that each

person whose signature appears below constitutes and appoints Joseph La Rosa his or her true and lawful attorney-in-fact and agent, 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, 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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/s/ Michael A. La Rosa

Joseph La Rosa, Attorney-In-Fact