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Item
3.02
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Unregistered
Sales of Equity Securities.
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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.
As
previously reported, 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.
As
previously reported, 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.
On
March 30, 2020, the Company completed a fifth closing of the Offering, pursuant to which the Company sold an aggregate of 32,140
shares of Series B Preferred Stock to 14 investors for total gross proceeds of $321,400. After deducting the placement fee, the
Company received net proceeds of approximately $298,902. The Company also issued 1,400 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.