Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
October 25 2023 - 6:00AM
Edgar (US Regulatory)
Issuer
Free Writing Prospectus
Filed
Pursuant to Rule 433
Registration
File No. 333-274308
Relating
to Preliminary Prospectus Supplement
Dated
September 29, 2023 to Prospectus Dated September 13, 2023
Term
Sheet
Issuer: |
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LuxUrban
Hotels Inc. (“LUXHP” or the “Company”) |
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Book
running manager: |
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Alexander
Capital, L.P. a licensed broker-dealer with FINRA |
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Security: |
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13.00%
Series A Cumulative Redeemable Preferred Stock (“Preferred Stock”) |
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Proposed
Nasdaq Listing Symbol: |
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LUXHP
(Nasdaq) |
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Shares
Offered: |
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280,000
shares |
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Over-Allotment
Option:
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42,000
shares |
Trade
Date: |
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October
24, 2023 |
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Settlement
and Delivery Date: |
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October
26, 2023 |
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Public
Offering Price: |
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$25.00
liquidation preference per share; $7,000,000 in aggregate liquidation preference (assuming the over-allotment option is not exercised) |
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Underwriting Discount: |
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$1.75 per share; $490,000 total (assuming the over-allotment option is not exercised) |
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Dividend
Rate: |
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13.00%
per annum ($3.25 per share per annum) |
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Dividend
Payments: |
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Monthly
on the last day of each calendar month ($0.2708333 per share per month); commencing on November 30, 2023 in the amount
of $0.315972 per share |
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Liquidation
Preference: |
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$25.00
per share |
Term/Maturity
Date: |
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No
maturity |
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Optional
Redemption: |
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At
any time or from time to time on or before October 26, 2026, the Company may, at its option, redeem the Preferred Stock, in whole
or in part, at a redemption price equal to $26.00 per share of Preferred Stock, plus an amount equal to accrued and unpaid dividends
(whether or not declared) on the Preferred Stock up to, but not including, the date of such redemption, upon written notice. |
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At any
time or from time to time on or after October 26, 2026, the Company may, at its option, redeem the Preferred Stock, in whole or in
part, at a redemption price equal to $25.50 per share of Preferred Stock, plus an amount equal to accrued and unpaid dividends (whether
or not declared) on the Preferred Stock up to, but not including, the date of such redemption, upon written notice. |
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Special Optional
Redemption |
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If
a Change of Control or Delisting Event occurs prior to October 26, 2024, the Company shall, within 120 days after the first date
on which such Change of Control or Delisting Event occurred, redeem the Preferred Stock, in whole or in part, by paying $25.00 per
share of Preferred Stock, plus an amount equal to any accrued and unpaid dividends (whether or not declared) to, but not including,
the date of such redemption. If a Change of Control or Delisting Event occurs on or after October 26, 2024, the Company
may, at its option, within 120 days after the first date on which such Change of Control or Delisting Event occurred, redeem the
Preferred Stock, in whole or in part, by paying $25.00 per share of Preferred Stock, plus an amount equal to any accrued and unpaid
dividends (whether or not declared) to, but not including, the date of such redemption |
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Exchange Rights |
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On or after October 26, 2024, upon the occurrence
of a Delisting Event or Change of Control, as applicable, each holder of outstanding shares of Preferred Stock shall have the right, unless,
on or prior to the Delisting Event Exchange Date or Change of Control Exchange Date, as applicable, the Company has provided or provides
notice of its election to redeem the Preferred Stock, to exchange some or all of the Preferred Stock held by such holder on the Delisting
Event Exchange Date or Change of Control Exchange Date, as applicable, into shares of the Company’s common stock.
Share Cap: 13.4048 |
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Exchange
Cap: Subject to certain adjustments, the Exchange Cap will not exceed 3,753,344 shares of the Company’s common stock issuable
or deliverable, as applicable, subject to proportionate increase to the extent the underwriters’ over-allotment option to purchase
additional shares of Series A Preferred Stock is exercised, not to exceed 4,316,345 shares of the Company’s common stock in
total. |
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Voting Rights |
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Holders of Preferred Stock generally will
have no voting rights. Whenever dividends on any shares of Preferred Stock shall be in arrears for eighteen (18) or more consecutive
or non-consecutive monthly periods, the holders of Preferred Stock and the holders of all other classes or series of preferred stock
of the Company ranking on parity with the Preferred Stock with respect to payment of dividends and the distribution of assets upon
the Company’s liquidation, dissolution or winding up and upon which like voting rights have been conferred, and are
exercisable and with which the holders of Preferred Stock are entitled to vote together as a single class voting together as a
single class, shall be entitled to vote for the election of a total of two additional directors to serve on the Board of Directors
of the Company until all dividends accumulated and unpaid on such Preferred Stock for all past dividend periods shall have been
fully paid. If and when all accumulated dividends on such Series A Preferred Stock for all past dividend periods shall have been
fully paid, the right of the holders of Preferred Stock to elect such additional two directors shall immediately cease. |
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CUSIP |
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21985R
204 |
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Use
of Proceeds: |
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The
Company plans to use the net proceeds from this offering to lease additional accommodation units and for general corporate purposes. |
General
This
Pricing Term Sheet is qualified in its entirety by reference to the preliminary prospectus supplement, dated September 29, 2023. The
information in this Pricing Term Sheet supplements the preliminary prospectus supplement and supersedes the information in the preliminary
prospectus supplement to the extent it is inconsistent with the information in the preliminary prospectus supplement. Capitalized terms
used in this Pricing Term Sheet but not defined have the meanings given them in the preliminary prospectus supplement.
The
Company has filed a registration statement (including a prospectus and a prospectus supplement) with the SEC for the offering to which
this communication relates. Before you invest, you should read the prospectus and the prospectus supplement in that registration statement
and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get
these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request it by calling Alexander
Capital, L.P. at 212-687-5650.
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