MHPC Manufactured Housing Properties
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 4, 2021 (December 28, 2020)
|Manufactured Housing Properties Inc.|
|(Exact name of registrant as specified in its charter)|
|(State or other jurisdiction|
|(Commission File Number)||(IRS Employer|
|136 Main Street, Pineville, North Carolina||28134|
|(Address of principal executive offices)||(Zip Code)|
|(Registrant’s telephone number, including area code)|
|(Former name or former address, if changed since last report)|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|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) March 30, 2021, 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 has been previously reported, from November 29, 2019 through December 2, 2020, the Company has completed multiple closings of the Offering in which the Company sold an aggregate of 631,676 shares of Series B Preferred Stock to 272 investors for total gross proceeds of $6,316,760. After deducting the placement fee, the Company received aggregate net proceeds of approximately $5,874,587 in these closings. The Company also issued an aggregate of 27,200 shares of Common Stock to these investors.
On December 28, 2020, the Company completed an additional closing of the Offering, pursuant to which the Company sold an aggregate of 9,578 shares of Series B Preferred Stock to 7 investors for total gross proceeds of $95,780. After deducting the placement fee, the Company received net proceeds of approximately $89,075. The Company also issued 700 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.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: January 4, 2021||MANUFACTURED HOUSING PROPERTIES INC.|
|By:||/s/ Raymond M. Gee|
|Raymond M. Gee|
|Chief Executive Officer|