LUXHP LuxUrban Hotels Inc

 

 

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): January 7, 2025

 

LuxUrban Hotels Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware		001-41473		82-3334945
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

212 Biscayne Blvd, Suite 253, Miami, Florida		33137
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (833) 723-7368

 

N/A

(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))

 

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. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Common Stock, $0.00001 par value per share		LUXH		The Nasdaq Stock Market LLC
13.00% Series A Cumulative Redeemable Preferred Stock, $0.00001 par value per share		LUXHP		The Nasdaq Stock Market LLC

 

 

 

Item 8.01

Other Events

 

As previously disclosed, certain investors (the “August Investors”) have participated in the debt placement with LuxUrban Hotels Inc. (the "Company") pursuant to a securities purchase agreement dated August 13, 2024.

 

On January 7, 2025, the Company issued 335,579 shares of common stock (the “Payment Shares”) to the August Investors as payment in kind, at a price of $0.542 per share, for the monthly interest payment due on January 5, 2025 (the “Payment Date”). The Payment Shares shall be valued at $0.01 above the lower of (a) the closing market price (during regular trading hours) of the Company’s common stock on December 16, 2024, or (b) the closing market price (during regular trading hours) of the Company’s common stock on the trading day immediately preceding the Payment Date, pursuant to a debt modification agreement dated December 16, 2024. A copy of the debt modification agreement is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01

Financial Statements and Exhibits

 

Exhibit		Description
99.1		Form of Debt Modification Agreement dated December 16, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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.

 

Dated: January 13, 2025	LUXURBAN HOTELS INC.
	By:	/s/ Michael James
		Name:	Michael James
		Title:	Chief Finaicial Officer

 

 

Exhibit 99.1

 

DEBT MODIFICATION AGREEMENT

 

This Debt Modification Agreement (the “Agreement”) is made and entered into as of this 16^th day of December, 2024 (the “Effective Date”), by and among LuxUrban Hotels Inc. (the “Issuer”), and the holders of the August Senior Secured Notes (the “Holders”) who have executed a consent form attached hereto as Exhibit A.

 

RECITALS

 

WHEREAS, the Issuer previously issued certain Senior Secured Notes dated August 13, 2024 (the “Notes”) to the Holders;

 

WHEREAS, the Notes include periodic interest payments, with the next scheduled interest payment due on January 5, 2025 (the “January 5th Payment”);

 

WHEREAS, the Issuer and a majority of the Holders desire to modify the terms of the January 5th Payment as provided herein;

 

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereby agree as follows:

 

1.

MODIFICATION OF JANUARY 5TH INTEREST PAYMENT

 

1.1 Payment in Stock: The parties agree that the January 5th Payment may, at the option of the Issuer, be paid exclusively in the form of the Issuer’s common stock (the “Payment Shares”).

 

1.2 Valuation of Stock: The Payment Shares shall be valued at $0.01 above the lower of (a) the closing market price (regular trading hours) of the Issuer’s common stock on December 16^th, 2024 and (b) the closing market price (regular trading hours) of the Issuer’s common stock on the trading day immediately preceding the payment date.

 

1.3 Prepayment Option: The Issuer may elect to deliver the Payment Shares on or before the due date of January 5, 2024.

 

1.4 Notification: The Issuer shall provide written notice to the Holders at least three (3) business days prior to January 5, 2025, specifying its election to pay the January 5th Payment in stock and, if applicable, confirming any prepayment.

 

2.

CONSENT OF HOLDERS

 

2.1 Majority Consent: This Agreement shall become eAective only upon the execution of consent forms by Holders representing a majority of the outstanding principal amount of the Notes (the “Majority Holders”).

 

2.2 Binding EAect: Upon obtaining consent from the Majority Holders, this Agreement shall be binding on all Holders of the Notes.

 

 

3.

MISCELLANEOUS

 

3.1 No Other Modifications: Except as expressly provided herein, all other terms and conditions of the Notes shall remain unchanged and in full force and effect.

 

3.2 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State], without regard to conflict of law principles.

 

3.3 Entire Agreement: This Agreement, including any exhibits attached hereto, constitutes the entire understanding of the parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral.

 

3.4 Counterparts: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

 

IN WITNESS WHEREOF, the parties hereto have executed this Debt Modification Agreement as of the Effective Date.

 

LUXURBAN HOTELS INC.
By:
Name:
Title:
Date:
HOLDERS:
Name:
Signature:
Principal Amount of Notes:
Date:

 

 

EXHIBIT A CONSENT FORM

 

v3.24.4

Cover	Jan. 07, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 07, 2025
Entity File Number	001-41473
Entity Registrant Name	LuxUrban Hotels Inc.
Entity Central Index Key	0001893311
Entity Tax Identification Number	82-3334945
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	212 Biscayne Blvd
Entity Address, Address Line Two	Suite 253
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33137
City Area Code	(833)
Local Phone Number	723-7368
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock 0. 00001 Par Value Per Share [Member]
Title of 12(b) Security	Common Stock, $0.00001 par value per share
Trading Symbol	LUXH
Security Exchange Name	NASDAQ
Series A Cumulative Redeemable Preferred [Member]
Title of 12(b) Security	13.00% Series A Cumulative Redeemable Preferred Stock, $0.00001 par value per share
Trading Symbol	LUXHP
Security Exchange Name	NASDAQ

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