UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 5, 2019 (November 29, 2019)

 

 

 

136 Main Street, Pineville, North Carolina		28134
(Address of principal executive offices)		(Zip Code)

 

(980) 273-1702

(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))

 

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.  [ ]

 

Securities registered pursuant to Section 12(b) of the Act: None

 

 

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.

 

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 100 investors for total gross proceeds of $3,355,120. After deducting the placement agent fee, the Company received net processed 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 10,000 shares of Common Stock to these 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.

 

 

On December 5, 2019, the Company issued a press release announcing the initial closing of the Offering. The press release is furnished herewith as Exhibit 99.1.