Item 3.02 Unregistered Sales of Equity Securities.
As previously reported, on November 1, 2019, Manufactured Housing Properties
Inc. (the "Company") launched an offering (the "Offering") of up to 1,000,000
shares of its Series B Cumulative Redeemable Preferred Stock (the "Series B
Preferred Stock"), at a price of $10.00 per share, for maximum gross proceeds of
$10,000,000. In addition, the Company is offering bonus shares to early
investors in the Offering, pursuant to which the first 400 investors will
receive, in addition to Series B Preferred Stock, 100 shares of Common Stock,
regardless of the amount invested, for a total of 40,000 shares of Common Stock.
The Offering is being conducted on a "best efforts" basis under Regulation A of
Section 3(6) of the Securities Act of 1933, as amended (the "Securities Act"),
for Tier 2 offerings, pursuant to the Company's offering statement on Form 1-A,
originally filed with the Securities and Exchange Commission (the "SEC") on May
9, 2019, as amended (the "Offering Statement"), which was qualified by the SEC
on November 1, 2019. The Offering will terminate at the earlier of: (1) the
date on which the maximum amount of offered shares of Series B Preferred Stock
has been sold, (2) the date which is 180 days after the Offering was qualified
by the SEC, subject to an extension of up to an additional 180 days at the
discretion of the Company and the Underwriter (as defined below), or (3) the
date on which the Offering is earlier terminated by the Company in its sole
discretion.
Digital Offering LLC (the "Underwriter") is acting as the Company's managing
broker-dealer for the Offering. The Underwriter has made no commitment to
purchase all or any part of the shares of Series B Preferred Stock being offered
but has agreed to use its best efforts to sell such shares in the Offering. As
partial compensation, the Company agreed to pay the Underwriter concurrently
with each closing of the Offering a cash placement fee equal to 7% of the gross
proceeds of such closing.
As previously reported, on November 29, 2019, the Company completed an initial
closing of the Offering, pursuant to which the Company sold an aggregate of
335,512 shares of Series B Preferred Stock to 103 investors for total gross
proceeds of $3,355,120. After deducting the placement fee, the Company received
net proceeds of approximately $3,120,262. The Company issued the shares of
Series B Preferred Stock on December 2, 2019, following filing of a Certificate
of Designation with the Nevada Secretary of State to establish the Series B
Preferred Stock. The Company also issued 10,300 shares of Common Stock to these
early investors.
On December 31, 2019, the Company completed a second closing of the Offering,
pursuant to which the Company sold an aggregate of 74,210 shares of Series B
Preferred Stock to 54 investors for total gross proceeds of $742,100. After
deducting the placement fee, the Company received net proceeds of approximately
$690,153. The Company also issued 5,100 shares of Common Stock to additional
early investors.
Please see the Offering Statement for additional details regarding the Offering,
including the terms of the Series B Preferred Stock being offered.
As noted above, the issuance of the Series B Preferred Stock and Common Stock
was made in reliance upon an exemption from registration provided under
Regulation A of Section 3(6) of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
1.1 Engagement Agreement, dated April 30, 2019, between Manufactured
Housing Properties Inc. and Digital Offering LLC (incorporated by
reference to Exhibit 1.1 to the Offering Statement on Form 1-A filed
on May 9, 2019)
1.2 Amendment to Engagement Agreement, dated September 4, 2019, between
Manufactured Housing Properties Inc. and Digital Offering
LLC (incorporated by reference to Exhibit 1.2 to the Amended Offering
Statement on Form 1-A/A filed on October 15, 2019)
1.3 Second Amendment to Engagement Agreement, dated September 30, 2019,
between Manufactured Housing Properties Inc. and Digital Offering LLC
(incorporated by reference to Exhibit 1.3 to the Amended Offering
Statement on Form 1-A/A filed on October 15, 2019)
3.1 Certificate of Designation of Series B Cumulative Redeemable
Preferred Stock (incorporated by reference to Exhibit 3.1 to the
Current Report on Form 8-K filed on December 5, 2019)
10.1 Form of Subscription Agreement(incorporated by reference to Exhibit
4.1 to the Amended Offering Statement on Form 1-A/A filed on October
15, 2019)
10.2 Escrow Agreement, dated October 4, 2019, by and among Manufactured
Housing Properties Inc., Digital Offering LLC and Wilmington Trust,
National Association (incorporated by reference to Exhibit 8.1 to the
Amended Offering Statement on Form 1-A/A filed on October 15, 2019)
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