Current Report Filing (8-k)
August 25 2022 - 4:16PM
Edgar (US Regulatory)
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2022-08-25
2022-08-25
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UMH:CommonStock.10ParValueMember
2022-08-25
2022-08-25
0000752642
UMH:Sec6.375SeriesDCumulativeRedeemablePreferredStock.10ParValueMember
2022-08-25
2022-08-25
iso4217:USD
xbrli:shares
iso4217:USD
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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): August 25, 2022
UMH
Properties, Inc.
(Exact
name of registrant as specified in its charter)
Maryland |
|
001-12690 |
|
22-1890929 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
Juniper Business
Plaza, 3499 Route 9 North, Suite 3-C, Freehold, NJ |
|
07728 |
(Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (732) 577-9997
Not
Applicable
(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 (see General Instruction A.2. below):
☐ |
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:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common Stock, $.10 par value |
|
UMH |
|
New
York Stock Exchange |
6.375% Series D Cumulative Redeemable Preferred Stock,
$.10 par value |
|
UMH
PRD |
|
New
York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
8.01. Other Information.
As
previously disclosed, UMH Properties, Inc. (the “Company”) redeemed all of the 9,884,000 issued and outstanding shares of
its 6.75% Series C Cumulative Redeemable Preferred Stock, par value $0.10 per share (the “Series C Preferred Stock”), on
July 26, 2022.
After
the redemption of the Series C Preferred Stock, the Company’s authorized capital stock currently consists of 154,048,469 shares
of Common Stock, par value $0.10 per share; 199,331 shares of 8.0% Series B Preferred Stock, par value $0.10 per share; 3,866,000 shares
of 6.75% Series C Preferred Stock, par value $0.10 per share; 9,300,000 shares of 6.375% Series D Preferred Stock, par value $0.10 per
share (the “Series D Preferred Stock”), and 3,000,000 shares of excess stock, par value $0.10 per share. As of August 25,
2022, the Company’s outstanding capital stock consists of 55,064,802 shares of Common Stock and 8,608,740 shares of Series D
Preferred Stock.
Under
the Company’s At-the-Market Sales Agreement with B. Riley Securities Inc. (“B. Riley”) dated July 22, 2020, the Company
established a preferred stock at-the-market sales program (the “Preferred ATM Program”) under which the Company was permitted,
subject to certain conditions, to offer and sell shares of the Company’s Series C Preferred Stock and/or Series D Preferred Stock,
having an aggregate sales price of up to $100 million, through B. Riley, as distribution agent. Sales of shares under the Preferred ATM
Program are made in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933. Shares sold under
the Preferred ATM Program are offered and sold pursuant to the Company’s Prospectus dated June 1, 2020 as supplemented by its Prospectus
Supplement dated July 22, 2020. A total of $87.8 million of the Company’s Series C Preferred Stock and Series D Preferred Stock
has been sold to date under the Preferred ATM Program since the program was launched in 2020. Although the provisions of the Company’s
Charter authorize the Company to issue new shares of Series C Preferred Stock, the Company does not intend to issue any new shares of
Series C Preferred Stock. Therefore, a total of $12.2 million in aggregate sales price of Series D Preferred Stock remains eligible for
sale under the Preferred ATM Program as of August 25, 2022.
SIGNATURE
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: August 25, 2022 |
UMH PROPERTIES, INC. |
|
|
|
By: |
/s/
Anna T. Chew |
|
Name: |
Anna T. Chew |
|
Title: |
Vice President and Chief Financial
Officer |
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