Item 3.02 Unregistered Sales of Equity Securities
As previously reported, on June 11, 2021, 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) June 11, 2023 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.
As previously reported, the Company has completed multiple closings of the
Offering, pursuant to which the Company sold an aggregate of 21,098 shares of
Series C Preferred Stock for total gross proceeds of $21,087,397. After
deducting the Dealer Manager's fees, the Company received net proceeds of
approximately $19,678,355.
On December 27, 2022, the Company completed an additional closing of the
Offering, pursuant to which the Company sold an aggregate of 485.5 shares of
Series C Preferred Stock for total gross proceeds of $485,500. After deducting
the Dealer Manager's fees, the Company received net proceeds of approximately
$452,729.
On January 10, 2023, the Company completed an additional closing of the
Offering, pursuant to which the Company sold an aggregate of 1,310.5 shares of
Series C Preferred Stock for total gross proceeds of $1,310,500. After deducting
the Dealer Manager's fees, the Company received net proceeds of approximately
$1,222,041.
On January 24, 2023, the Company completed an additional closing of the
Offering, pursuant to which the Company sold an aggregate of 355 shares of
Series C Preferred Stock for total gross proceeds of $355,000. After deducting
the Dealer Manager's fees, the Company received net proceeds of approximately
$331,037.
On February 7, 2023, the Company completed an additional closing of the
Offering, pursuant to which the Company sold an aggregate of 319 shares of
Series C Preferred Stock for total gross proceeds of $319,000. After deducting
the Dealer Manager's fees, the Company received net proceeds of approximately
$267,467.
On February 21, 2023, the Company completed an additional closing of the
Offering, pursuant to which the Company sold an aggregate of 596 shares of
Series C Preferred Stock for total gross proceeds of $596,000. After deducting
the Dealer Manager's fees, the Company received net proceeds of approximately
$555,770.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
1.1 Managing Broker Dealer Agreement, dated June 11, 2021, between
Manufactured Housing Properties Inc. and Arete Wealth Management, LLC
(incorporated by reference to Exhibit 1.1 to the Current Report on Form
8-K filed on October 14, 2021)
3.1 Certificate of Designation of Series C Cumulative Redeemable
Preferred Stock (incorporated by reference to Exhibit 2.4 to the
Offering Statement on Form 1-A/A filed on May 26, 2021)
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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MANUFACTURED HOUSING PROPERTIES INC. 
