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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 an additional 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 an additional closing of the Offering, pursuant to which the Company sold an aggregate of 52,500 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 an additional 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.
As previously reported, on February
28, 2020, the Company completed an additional closing of the offering, pursuant to which the Company sold an aggregate of 19,595
shares of Series B Preferred Stock to 21 investors for total gross proceeds of $195,950. After deducting the placement fee, the
Company received net proceeds of approximately $182,234. The Company also issued 2,100 shares of Common Stock to additional early
investors.
As previously reported, on March 30,
2020, the Company completed an additional 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.
As previously reported, on June 2, 2020,
the Company completed an additional closing of the Offering, pursuant to which the Company sold an aggregate of 16,160 shares of
Series B Preferred Stock to 8 investors for total gross proceeds of $161,600. After deducting the placement fee, the Company received
net proceeds of approximately $150,288. The Company also issued 800 shares of Common Stock to additional early investors.
As previously reported, on June 29,
2020, the Company completed an additional closing of the Offering, pursuant to which the Company sold an aggregate of 35,888 shares
of Series B Preferred Stock to 13 investors for total gross proceeds of $358,880. After deducting the placement fee, the Company
received net proceeds of approximately $333,758. The Company also issued 1,300 shares of Common Stock to additional early investors.
On July 30, 2020, the Company completed
an additional closing of the Offering, pursuant to which the Company sold an aggregate of 15,214 shares of Series B Preferred Stock
to 13 investors for total gross proceeds of $152,140. After deducting the placement fee, the Company received net proceeds of approximately
$141,490. The Company also issued 1,300 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.