MVP REIT II, Inc. (CVE:MVP) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered sales of Equity Securities.
On May 10, 2017, MVP REIT II, Inc. (the “Company”) completed
its first sale of shares of Series 1 Convertible Redeemable
Preferred Stock (“Series 1 Stock”) to a private placement
offering to accredited investors (the “Private Offering”). The
terms of the Series 1 Stock are set forth in the Articles
Supplementary filed as Exhibit 3.1 to the Company’s Current
Report on Form 8-K, dated March 30, 2017, which is hereby
incorporated by reference into this Item 3.02.
its first sale of shares of Series 1 Convertible Redeemable
Preferred Stock (“Series 1 Stock”) to a private placement
offering to accredited investors (the “Private Offering”). The
terms of the Series 1 Stock are set forth in the Articles
Supplementary filed as Exhibit 3.1 to the Company’s Current
Report on Form 8-K, dated March 30, 2017, which is hereby
incorporated by reference into this Item 3.02.
For every $1,000 of Series 1 Stock subscribed in the Private
Offering, a holder will receive warrants, in substantially the
form attached hereto as Exhibit 4.1, to purchase 35 shares of
the Company’s common stock (the “Warrants”). The Warrants
may be exercised after the 90th day following the occurrence of
a Listing Event, if any, at an exercise price, per share, equal
to 110% of the volume weighted average closing price during the
20 trading days ending on the 90th day after the occurrence of
such Listing Event; however, in no event shall the exercise
price of the Warrants be less than $25 per share. A Listing
Event is defined as (i) the listing of the shares of the
Company’s common stock on a national securities exchange or
(ii) a merger or other transaction resulting in the Company’s
common stockholders receiving shares that are listed on a
national securities exchange in exchange for their existing
shares of common stock. The Warrants will expire five years
from the 90th day after the occurrence of a Listing Event;
provided that if a Listing Event does not occur on or prior to
the fifth anniversary of the final closing date of the
Company’s private placement of the Series 1 Preferred Stock,
then all outstanding Warrants will expire automatically on such
anniversary date without being exercisable by the holders
thereof.
Offering, a holder will receive warrants, in substantially the
form attached hereto as Exhibit 4.1, to purchase 35 shares of
the Company’s common stock (the “Warrants”). The Warrants
may be exercised after the 90th day following the occurrence of
a Listing Event, if any, at an exercise price, per share, equal
to 110% of the volume weighted average closing price during the
20 trading days ending on the 90th day after the occurrence of
such Listing Event; however, in no event shall the exercise
price of the Warrants be less than $25 per share. A Listing
Event is defined as (i) the listing of the shares of the
Company’s common stock on a national securities exchange or
(ii) a merger or other transaction resulting in the Company’s
common stockholders receiving shares that are listed on a
national securities exchange in exchange for their existing
shares of common stock. The Warrants will expire five years
from the 90th day after the occurrence of a Listing Event;
provided that if a Listing Event does not occur on or prior to
the fifth anniversary of the final closing date of the
Company’s private placement of the Series 1 Preferred Stock,
then all outstanding Warrants will expire automatically on such
anniversary date without being exercisable by the holders
thereof.
The foregoing summary of the terms of the Warrants is qualified
in its entirety by reference to the form of the Warrants, which
is filed as Exhibit 4.1 to this Form 8-K and hereby
incorporated by reference into this Item 3.02.
in its entirety by reference to the form of the Warrants, which
is filed as Exhibit 4.1 to this Form 8-K and hereby
incorporated by reference into this Item 3.02.
As of the date of this filing, the Company sold a total of 2,203
shares of its Series 1 Stock, along with the corresponding
Warrants, to accredited investors for total gross proceeds of
$2,203,000 (which amount includes 2,000 shares of Series 1 Stock
issued upon the conversion of a convertible note in the principal
amount of $2,000,000 previously issued by the Company in April
2017). In connection with the sale of the Series 1 Stock and the
Warrants:
shares of its Series 1 Stock, along with the corresponding
Warrants, to accredited investors for total gross proceeds of
$2,203,000 (which amount includes 2,000 shares of Series 1 Stock
issued upon the conversion of a convertible note in the principal
amount of $2,000,000 previously issued by the Company in April
2017). In connection with the sale of the Series 1 Stock and the
Warrants:
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The Company will pay selling commissions of up to 6.0% of
gross offering proceeds from the sale of shares in the Private Offering. Notwithstanding the foregoing, in the event that the Company is not required to pay all or any portion of the selling commissions with respect to a sale of Shares and Warrants to an investor in the Private Offering, then the amount of selling commissions that otherwise would be payable by the Company in connection with such sale shall be applied by the Company to purchase additional Shares (or fractions thereof) for issuance to such investor. |
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A dealer manager fee of up to 2.0% of gross offering
proceeds will be paid to the Company’s affiliated dealer manager, MVP American Securities; |
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The Company may pay non-affiliated selling agents a
one-time fee separately negotiated with each selling agent for due diligence expenses of up to 2.0% of gross offering proceeds; and |
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Up to 2.0% of the gross offering proceeds may be used to
pay or reimburse the Company’s affiliates for expenses incurred by or on behalf of the Company in connection with the offer and sale of the shares of Series 1 and Warrants, including but not limited to expenses for assembling, printing and mailing offering documents, legal and accounting services, registration and qualification of securities under federal and state law, and third-party transfer agents, consultants or service providers engaged in connection with the Private Offering. |
The Company issued and sold the shares of Series 1 and Warrants
in private placements to Section 4(2) of the Securities Act of
1933, as amended, and Rule 506 of Regulation D promulgated
thereunder. Each holder has represented that the holder is an
accredited investor, as that term is defined in Regulation D, and
has acquired the shares of Series 1 and Warrants for investment
purposes only and not with a view to or for sale in connection
with any distribution thereof.
in private placements to Section 4(2) of the Securities Act of
1933, as amended, and Rule 506 of Regulation D promulgated
thereunder. Each holder has represented that the holder is an
accredited investor, as that term is defined in Regulation D, and
has acquired the shares of Series 1 and Warrants for investment
purposes only and not with a view to or for sale in connection
with any distribution thereof.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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No.
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Exhibit
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4.1
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Form of Warrants
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MVP REIT II, Inc. (CVE:MVP) Recent Trading Information
MVP REIT II, Inc. (CVE:MVP) closed its last trading session at with 0 shares trading hands.
