Item
3.02 Unregistered Sales of Equity Securities
On
June 11, 2021, Manufactured Housing Properties Inc. (the “Company”) launched an offering (the “Offering”)
of up to 47,000 shares of its Series C Cumulative Redeemable Preferred Stock (the “Series
C Preferred Stock”) at a price of $1,000 per share, for maximum gross proceeds of $47 million.
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 January 21, 2021, as amended (the “Offering Statement”),
which was qualified by the SEC on June 11, 2021. The Offering will terminate at the earlier of: (1) the date on which the maximum
amount of offered shares of Series C Preferred Stock has been sold, (2) the date which is one year after the Offering was qualified by
the SEC, subject to an extension of up to an additional one year at the discretion of the Company and the Dealer Manager (as defined
below), or (3) the date on which the Offering is earlier terminated by the Company in its sole discretion.
Arete
Wealth Management LLC (the “Dealer Manager”) is acting as the Company’s managing broker-dealer for the Offering. The
Dealer Manager has made no commitment to purchase all or any part of the shares of Series C 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 Dealer Manager concurrently
with each closing of the Offering a selling commission of 4.00% of the gross offering proceeds of such closing and a dealer manager fee
of 2.75% of the gross offering proceeds of such closing.
On
July 15, 2021, the Company completed an initial closing of the Offering, pursuant to which the Company sold an aggregate of 125 shares
of Series C Preferred Stock for total gross proceeds of $125,000. After deducting the Dealer Manager’s fees, the Company received
net proceeds of approximately $112,562.
On
July 27, 2021, the Company completed an additional closing of the Offering, pursuant to which the Company sold an aggregate of 473 shares
of Series C Preferred Stock for total gross proceeds of $473,000. After deducting the Dealer Manager’s fees, the Company received
net proceeds of approximately $441,072.
On
August 27, 2021, the Company completed an additional closing of the Offering, pursuant to which the Company sold an aggregate of 662
shares of Series C Preferred Stock for total gross proceeds of $662,000. After deducting the Dealer Manager’s fees, the Company
received net proceeds of approximately $618,565.
On
September 14, 2021, the Company completed an additional closing of the Offering, pursuant to which the Company sold an aggregate of 756
shares of Series C Preferred Stock for total gross proceeds of $756,000. After deducting the Dealer Manager’s fees, the Company
received net proceeds of approximately $704,970.
On
September 27, 2021, the Company completed an additional closing of the Offering, pursuant to which the Company sold an aggregate of 418
shares of Series C Preferred Stock for total gross proceeds of $418,000. After deducting the Dealer Manager’s fees, the Company
received net proceeds of approximately $389,785.
On
October 12, 2021, the Company completed an additional closing of the Offering, pursuant to which the Company sold an aggregate of 225
shares of Series C Preferred Stock for total gross proceeds of $225,000. After deducting the Dealer Manager’s fees, the Company
received net proceeds of approximately $209,813.
Please
see the Offering Statement for additional details regarding the Offering, including the terms of the Series C Preferred Stock being offered.
As
noted above, the issuances of the Series C Preferred Stock were made in reliance upon an exemption from registration provided under Regulation
A of Section 3(6) of the Securities Act.