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): February 4, 2020
(January 29, 2020)
Manufactured Housing Properties Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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000-51229
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51-0482104
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(State or other jurisdictionof incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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136 Main Street, Pineville, North Carolina
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28134
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(Address of principal executive offices)
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(Zip Code)
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(980) 273-1702
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(Registrant’s telephone number, including area
code)
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(Former name or former address, if changed since last
report)
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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:
[ ]
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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[ ]
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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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
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.
As previously reported, 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.
On January 29, 2020, the Company completed a third closing of the
Offering, pursuant to which the Company sold an aggregate of 49,500
shares of Series B Preferred Stock to 21 investors for total gross
proceeds of $525,000. After deducting the placement fee, the
Company received net proceeds of approximately $488,250. The
Company also issued 2,100 shares of Common Stock to additional
early investors.
On January 31, 2020, the Company completed a fourth closing of the
Offering, pursuant to which the Company sold an aggregate of 11,000
shares of Series B Preferred Stock to 4 investors for total gross
proceeds of $110,000. After deducting the placement fee, the
Company received net proceeds of approximately $102,300. The
Company also issued 400 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.
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Description of Exhibit
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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)
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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)
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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)
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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)
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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)
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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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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: February 4, 2020
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MANUFACTURED HOUSING PROPERTIES INC.
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By:
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/s/ Raymond M. Gee
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Raymond
M. Gee
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Chief Executive Officer
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