Item 1.01 Entry Into a Material Definitive Agreement
On
The Company intends to use the net proceeds from sales of shares of Series D Preferred Stock under the Sales Agreement for working capital and general corporate purposes, which may include purchase of manufactured homes for sale or lease to customers, expansion of the Company's existing communities, potential acquisitions of additional properties and possible repayment of indebtedness on a short-term basis.
The Sales Agreement contains customary representations and warranties of the Company and indemnification and contribution provisions under which the Company has agreed to indemnify the Distribution Agent against certain specified liabilities. The Company will pay the Distribution Agent a commission at a mutually agreed rate of up to 2.0% of the gross sales proceeds from the sale of shares of Series D Preferred Stock sold under the Sales Agreement. The offering of Series D Preferred Stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all shares of Series D Preferred Stock subject to the Sales Agreement or (ii) the termination of the Sales Agreement by the Company or the Distribution Agent in accordance with the terms of the Sales Agreement.
The shares of Series D Preferred Stock sold under the Sales Agreement are being
offered and sold pursuant to the Company's Registration Statement on Form S-3
(File No. 333-238321), filed with the
The offering of Series D Preferred Stock under the Sales Agreement replaces the
previous program announced by the Company on
The foregoing summary of the Sales Agreement is only a brief description of
certain terms therein, does not purport to be a complete description of the
rights and obligations of the parties thereunder, and is qualified in its
entirety by such agreement attached hereto. A copy of the Sales Agreement is
attached hereto as Exhibit 1.1 and is incorporated by reference herein. In
connection with the filing of the Sales Agreement, the Company is filing as
Exhibit 5.1 the opinion of its counsel
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 1.1 At Market Issuance Sales Agreement, dated January 10, 2023, between UMHProperties, Inc. andB. Riley Securities, Inc. 5.1 Opinion of Stroock & Stroock & Lavan LLP. 8.1 Tax Opinion of Stroock & Stroock & Lavan LLP. 23.1 Consent of Stroock & Stroock & Lavan LLP (included in Exhibits 5.1 and 8.1 ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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