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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) March 30, 2021, 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 has been previously reported, from
November 29, 2019 through August 31, 2020, the Company has completed multiple closings of the Offering in which the Company sold
an aggregate of 609,144 shares of Series B Preferred Stock to 258 investors for total gross proceeds of $6,091,440. After deducting
the placement fee, the Company received aggregate net proceeds of approximately $5,665,039 in these closings. The Company also
issued an aggregate of 25,800 shares of Common Stock to these investors.
On September 29, 2020, the Company completed
an additional closing of the Offering, pursuant to which the Company sold an aggregate of 6,147 shares of Series B Preferred Stock
to 7 investors for total gross proceeds of $61,470. After deducting the placement fee, the Company received net proceeds of approximately
$57,167. The Company also issued 700 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.