La Rosa Holdings Corp. entered into that certain securities purchase agreement with an institutional accredited investor for issuance of 13% OID senior secured promissory note with the face amount of $1,316,000 for a purchase price of $1,250,200, a warrant to purchase up to 150,000 shares, and a second warrant to purchase up to 152,300 on April 1, 2024. The company issued 50,000 shares; par value $0.0001 per share as a commitment fee.

The note is issued at an original issue discount of $65,800. The principal amount of the note bears interest at the rate of 13% per annum and is due on the one-year anniversary date of the issuance date, or April 1, 2025. The first warrant issued to the investor at the closing is exercisable for up to 150,000 shares of common stock for $3 per share from the date of issuance until the fifth anniversary of the closing date.

The second warrant was issued to the investor as a commitment fee. The second warrant is exercisable for up to 152,300 shares of common stock for $2.25 per share from the date of issuance until the fifth anniversary of the closing date; provided, however, that the second warrant will be automatically canceled if the note is fully extinguished on or prior to the maturity date. The company incurred CAD 127,518 as offering expenses, including a tail fee payable to Alexander Capital LP.