MVP REIT II, Inc. (CVE:MVP) Files An 8-K Unregistered Sales of Equity Securities

On April 7, 2017, MVP REIT II, Inc. (the “Company”) issued a convertible note to an unaffiliated accredited investor in the principal amount of $2,000,000 (the “Note”). The Note bears interest at the rate of 5.75% per annum and has a maturity date of April 7, 2018. Interest is payable quarterly on the last business day of each March, June, September and December, commencing June 2017, and on the maturity date. At the holder’s option, the Note may be converted, in whole or in part, into shares of the Company’s Series 1 Convertible Redeemable Preferred Stock, par value $0.0001 per share (the “Series 1 Preferred Stock”) at a conversion price of $1,000 per share. The Company also will issue to the holder warrants (the “Warrants”) to acquire 35 shares of the Company’s common stock, par value $0.0001 per share, for each share of Series 1 Preferred Stock issued to the holder as a result of such conversion. The Company has not issued any shares of Series 1 Preferred Stock as of the date of the filing of this Form 8-K.

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 there of.