Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 18, 2024

 

LuxUrban Hotels Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware		001-41473		82-3334945
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

2125 Biscayne Blvd, Suite 253, Miami, Florida		33137
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Common Stock, $0.00001 par value per share		LUXH		The Nasdaq Stock Market LLC
13.00% Series A Cumulative Redeemable Preferred Stock, $0.00001 par value per share		LUXHP		The Nasdaq Stock Market LLC

 

 

 

 

 

 

Item 8.01.

Other Events.

 

As previously disclosed, on July 11, 2024, LuxUrban Hotels Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Alexander Capital Partners, L.P., as representative of the underwriters, relating to, among other things, the sale to the public (the “Offering”) of (i) 30,000,000 shares (the “Firm Shares”) of the Company’s common stock, $0.00001 par value per share (“Common Stock”), and (ii) up to 4,500,000 shares of Common Stock which may be issued by the Company upon the exercise of an over-allotment option granted to the underwriters pursuant to the Underwriting Agreement (the “Option Shares”, and together with the Firm Shares, the “Shares”). On July 15, 2024, the Company completed sale and issuance of the Firm Shares.

 

On July 17, 2024, the underwriters notified the Company of their full exercise of their over-allotment option, to purchase 4,500,000 Option Shares. On July 18, 2024, the Company completed the sale and issuance of the Option Shares. On July 18, 2024, the Company issued a press release announcing the full exercise of the overallotment option and a press release announcing significant insider participation in the Offering. The press releases are attached to this Current Report as Exhibit 99.1 and Exhibit 99.2, respectively.

 

After giving effect to the full exercise of the over-allotment option, the Company sold 34,500,000 shares of Common Stock for aggregate gross proceeds of $5,865,000 in the Offering, before underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the proceeds from the Offering for working capital and other general corporate purposes.

 

Alexander Capital, L.P. acted as sole book-running manager for the Offering.

 

Item 9.01.

Financial Statement and Exhibits.

 

(d)

Exhibits:

 

Exhibit		Description
99.1		Press Release Announcing Exercise of Underwriter Overallotment Option
99.2		Press Release Announcing Insider Participation in the Offering

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: July 18, 2024	LUXURBAN HOTELS INC.
	By:	/s/ Robert Arigo
		Name:	Robert Arigo
		Title:	Chief Executive Officer

 

2

 

Exhibit 99.1

 

 

LuxUrban Hotels Announces Full Exercise of Over Allotment Option

 

MIAMI, FL, - July 18, 2024 - LuxUrban Hotels Inc. (“LuxUrban” or the “Company”) (Nasdaq: LUXH), which secures long-term operating rights for entire hotels through Master Lease Agreements (MLA) under which it manages the hotel and rents out, on a short-term basis, rooms to business and vacation travelers, today announced that the underwriter of its underwritten public offering has exercised its over-allotment option in full to purchase an additional 4,500,000 shares of the Company’s common stock at the public offering price of $0.17 per share.

 

After giving effect to the full exercise of the over-allotment option, the Company sold 34,500,000 shares of its common stock for aggregate gross proceeds of $5,865,000, before underwriting discounts and commissions and estimated offering expenses payable by the Company.

 

Alexander Capital, L.P. acted as sole book-running manager for the offering.

 

The Company intends to use the proceeds from the offering for working capital and other general corporate purposes.

 

All of the shares of common stock were offered by the Company pursuant to a shelf registration statement on Form S-3 (No. 333-278883) (the “Registration Statement”) filed with the Securities and Exchange Commission (“SEC”) and declared effective on May 8, 2024 and which is available through the SEC’s website at www.sec.gov.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws of such state or jurisdiction.

 

A preliminary prospectus supplement and a final prospectus supplement have been filed with the SEC. Copies of the preliminary prospective supplement and final prospectus may be obtained Alexander Capital, L.P., 10 Drs James Parker Boulevard #202, Red Bank, New Jersey 07701 Attention: Equity Capital Markets, Phone: [phone], Email: [e-mail] or by accessing the SEC’s website, www.sec.gov.

 

LuxUrban Hotels Inc.

LuxUrban Hotels Inc. secures long-term operating rights for entire hotels through Master Lease Agreements (MLA) and rents out, on a short-term basis, hotel rooms to business and vacation travelers. The Company is strategically building a portfolio of hotel properties in destination cities by capitalizing on the dislocation in commercial real estate markets and the large amount of debt maturity obligations on those assets coming due with a lack of available options for owners of those assets. LuxUrban’s MLA allows owners to hold onto their assets and retain their equity value while LuxUrban operates and owns the cash flows of the operating business for the life of the MLA.

 

 

 

 

Forward Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). The statements contained in this release that are not purely historical are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Generally, the words “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this release may include, for example, statements with respect to the Company’s ability to successfully de-platform its properties from its former franchise partner and operate independently, its ability to improve its working capital and cash flow profiles, enhance its balance sheet and deliver organic revenue growth, scheduled property openings, expected closing of noted lease transactions, the Company’s ability to continue closing on additional leases for properties in the Company’s pipeline, as well the Company’s anticipated ability to commercialize efficiently and profitably the properties it leases and will lease in the future. The forward-looking statements contained in this release are based on current expectations and belief concerning future developments and their potential effect on the Company. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements are subject to a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results of performance to be materially different from those expressed or implied by these forward-looking statements, including those set forth under the caption “Risk Factors” in our public filings with the SEC, including in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 15, 2024, and any updates to those factors as set forth in subsequent Quarterly Reports on Form 10-Q or other public filings with the SEC, the base prospectus comprising part of the Registration Statement and when filed, the prospectus supplement filed with respect thereto. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

 

Contact

Devin Sullivan

Managing Director

The Equity Group Inc.

[e-mail]

 

Conor Rodriguez, Analyst

[e-mail]

 

 

 

Exhibit 99.2

 

 

LuxUrban Hotels Announces Significant Management and Board Participation in Closing of
Public Offering

 

MIAMI, FL, - July 18, 2024 - LuxUrban Hotels Inc. (“LuxUrban” or the “Company”) (Nasdaq: LUXH), which secures long-term operating rights for entire hotels through Master Lease Agreements (MLA) under which it manages the hotel and rents out, on a short-term basis, rooms to business and vacation travelers, today announced significant insider participation in its recently closed public offering. Referencing the July 16, 2024 news release whereby the Company announced the closing of a public offering, for gross proceeds of approximately $5.1 million dollars, and today’s earlier announcement of the exercise of the underwriter’s over allotment, for gross proceeds of approximately $765,000 dollars, Robert Arigo CEO, Michael James CFO, five board members, and Brian Ferdinand the original founder participated in the offering and invested approximately $1,500,000 or 25% of the total money raised.

 

Robert Arigo, CEO of LuxUrban Hotels, stated, “We have welcomed accomplished industry veterans to our team, each of whom brings a record of success in enhancing revenue, driving efficiencies, and improving the client experience.  Their excitement and belief in LuxUrban’s new platform compelled them to invest their money into the Company as well as their time. Board members as well as the founder of the Company and myself invested. With our new team on board and invested we believe our short-and long-term future is bright.”

 

LuxUrban Hotels Inc.

LuxUrban Hotels Inc. secures long-term operating rights for entire hotels through Master Lease Agreements (MLA) and rents out, on a short-term basis, hotel rooms to business and vacation travelers. The Company is strategically building a portfolio of hotel properties in destination cities by capitalizing on the dislocation in commercial real estate markets and the large amount of debt maturity obligations on those assets coming due with a lack of available options for owners of those assets. LuxUrban’s MLA allows owners to hold onto their assets and retain their equity value while LuxUrban operates and owns the cash flows of the operating business for the life of the MLA.

 

 

 

Forward Looking Statements

This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended). The statements contained in this release that are not purely historical are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Generally, the words “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this release may include, for example, statements with respect to the Company’s ability to reduce costs, effectively and cost-efficiently operate its smaller hotel portfolio, evolve its business model and execute against the described strategies and objective, its ability to realize benefits from actions taken to date and contemplated to be taken going forward, the Company’s ability to continue closing on additional leases for properties in the Company’s pipeline, as well the Company’s anticipated ability to commercialize efficiently and profitably the properties it leases and will lease in the future. The forward-looking statements contained in this release are based on current expectations and belief concerning future developments and their potential effect on the Company. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements are subject to a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results of performance to be materially different from those expressed or implied by these forward-looking statements, including those set forth under the caption “Risk Factors” in our public filings with the SEC, including in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 15, 2024, and any updates to those factors as set forth in subsequent Quarterly Reports on Form 10-Q or other public filings with the SEC. While the Company believes it has suitably reserved on its balance sheet potential liabilities that could arise in connection with the efforts and actions described in this release the Company’s recent and proposed actions have included and may continue to include the termination of certain commercial relationships and agreements, which has resulted, and in the future may result, in threatened claims and litigations that could require the Company to negotiate termination terms or related settlements. There can be no assurance that the Company will be successful in implementing the changes described herein or that such changes individually or in whole will result in material cost savings, improved margins, or improved general operational performance by the Company. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

 

Contact

Robert Arigo

Chief Executive Officer

LuxUrban Hotels Inc.

[e-mail]

 

 

 

 

Cover	Jul. 18, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 18, 2024
Entity File Number	001-41473
Entity Registrant Name	LuxUrban Hotels Inc.
Entity Central Index Key	0001893311
Entity Tax Identification Number	82-3334945
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2125 Biscayne Blvd
Entity Address, Address Line Two	Suite 253
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33137
City Area Code	(877)
Local Phone Number	269-5952
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock 0. 00001 Par Value Per Share [Member]
Title of 12(b) Security	Common Stock, $0.00001 par value per share
Trading Symbol	LUXH
Security Exchange Name	NASDAQ
Series A Cumulative Redeemable Preferred [Member]
Title of 12(b) Security	13.00% Series A Cumulative Redeemable Preferred Stock, $0.00001 par value per share
Trading Symbol	LUXHP
Security Exchange Name	NASDAQ

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