La Rosa Shifts to AI Infrastructure with New Leadership

La Rosa Holdings Corp. ( (LRHC) ) has shared an update.

In late September and early October 2026, La Rosa Holdings Corp. undertook a series of capital and strategic transactions centered on establishing a new Series F Convertible Preferred Stock and bolstering its balance sheet to meet Nasdaq’s minimum stockholders’ equity requirement. The company exchanged portions of existing notes and multiple series of preferred stock into 3,410 Series F shares on September 28, settled outstanding token-linked rights with an initial 500 Series F shares on September 30, and structured contingent issuances tied to future financing and token purchases.

On September 30, 2026, La Rosa also closed an Asset Contribution and Securities Purchase Agreement under which an investor contributed NVIDIA GPUs in exchange for 3,000 Series F shares, with earnout shares tied to rental income and additional closings allowing up to 25,000 more Series F shares. These GPUs were immediately placed under a long-term master finance lease starting October 2026, designed to generate recurring rental cash flows, while covenant provisions restrict variable-rate financings and grant buyers participation rights in future capital raises.

The newly designated Series F Preferred Stock carries an 8% annual dividend, senior ranking to common equity in liquidation and conversion mechanics featuring a fixed initial price of $3.29 per share and an alternate variable-price formula with a floor of $0.526, all subject to caps on individual ownership. These terms enhance preferred holders’ economic and downside protection while potentially diluting common shareholders over time and reshaping the company’s capital structure in favor of senior securities.

Governance and leadership changes accompanied these financial moves, as founder Joseph La Rosa resigned as chief executive officer and interim chief financial officer effective October 1, 2026, remaining on the board and shifting to Director of Real Estate Operations under a new employment agreement. Nicholas Adler, previously an independent director and chairman of the board, was appointed CEO and interim CFO on October 1 with a new employment contract, moved off key independent committees, and continues as board chair while director Marc Urbach assumed leadership roles on the audit, compensation and governance committees.

The company further amended arrangements with insiders, including a side agreement delaying any redemption of Joseph La Rosa’s Series X super-voting preferred shares until after a potential sale or other transaction involving the La Rosa Realty companies and the payment of a remaining $100,000 obligation, which is due by January 31, 2027. It also adjusted Chief Operating Officer Deana La Rosa’s employment agreement on September 30, 2026 by removing non-compete and non-solicitation clauses, while maintaining confidentiality and non-disparagement provisions, thereby changing the restrictions on a key executive’s future activities.

Collectively, these steps mark a strategic pivot as La Rosa moves from a pure real estate and PropTech focus toward AI infrastructure built around NVIDIA B300 GPUs and long-term leasing, while it evaluates potential divestiture or other strategic alternatives for its existing real estate businesses. Management believes the transactions and new preferred equity structure have lifted stockholders’ equity above the $2.5 million Nasdaq threshold, though auditor review and Nasdaq’s determination remain pending, leaving continued listing subject to future compliance and execution of the new strategy.