false
0001893311
0001893311
2024-05-22
2024-05-22
0001893311
luxh:CommonStock0.00001ParValuePerShareMember
2024-05-22
2024-05-22
0001893311
luxh:SeriesACumulativeRedeemablePreferredMember
2024-05-22
2024-05-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): May 22, 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: (877) 269-5952
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 3.02. |
Unregistered Sales of Equity Securities. |
The information provided in
Item 8.01 of this Form 8-K is incorporated by reference into this Item 3.02.
As
previously disclosed, on May 21, 2024, LuxUrban Hotels Inc. (the “Company”) entered into an underwriting agreement
(the “Underwriting Agreement”) with Roth Capital Partners, LLC, as representative of the underwriters, relating to,
among other things, the sale to the public (the “Offering”) of (i) 30,500,000 (thirty million five hundred thousand)
shares (the “Firm Shares”) of the Company’s common stock, $0.00001 (one one-thousandth of one cent) par value
per share (“Common Stock”) and (ii) up to 4,575,000 (four million five hundred seventy five thousand) shares of Common
Stock (the “Option Shares”, and together with the Firm Shares, the “Shares”), which may be issued
by the Company upon the exercise of an over-allotment option granted to the underwriters.
On May 22, 2024, the underwriters
notified the Company they were exercising their over-allotment option in full, to purchase all 4,575,000 Option Shares. On
May 23, 2024, the Company completed the Offering of the Firm Shares and Option Shares. Roth Capital Partners, LLC acted as sole bookrunner
in the Offering. After deducting underwriting discounts and estimated expenses payable by the Company associated with the Offering,
the net proceeds to the Company were approximately $7,076,437.50 (seven million seventy six thousand four hundred thirty
seven dollars and fifty cents).
On May 23, 2024, the Company
issued a press release announcing the underwriters full exercise of their overallotment option in the Offering and issuance of the Option
Shares. The press release is attached to this Current Report as Exhibit 99.1.
Item 9.01. |
Financial Statement and Exhibits. |
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: May 24, 2024 |
LUXURBAN HOTELS INC. |
|
|
|
By: |
/s/ Shanoop Kothari |
|
|
Name: |
Shanoop Kothari |
|
|
Title: |
Chief Executive Officer & Chief Financial Officer |
Exhibit 99.1
LuxUrban Hotels Announces Closing of Public
Offering of Securities
MIAMI, FL, - May 23, 2024 - LuxUrban Hotels
Inc. (“LuxUrban” or the “Company”) (Nasdaq: LUXH), a
hospitality company which leases entire existing hotels on a long-term basis and rents rooms in its hotels to business and vacation travelers, today
announced that it closed its previously announced public offering of 35,075,000 shares of common stock, including the full exercise by
the underwriters of their over-allotment option to purchase 4,575,000 shares of common stock, at a price of $0.25 per share.
Roth Capital
Partners acted as sole book-running manager for the offering. Alexander Capital, L.P. acted as the co-manager for the offering.
The gross proceeds from the offering, before deducting
the underwriters’ fees and other offering expenses payable by the Company, were approximately $8.8 million. 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”). The Registration Statement was declared effective
on May 8, 2024 and 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 from Roth Capital Partners, LLC, 888 San Clemente, Suite 400, Newport Beach, CA 92660, (800) 678-9147
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 the prospectus
supplement and final 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
Shanoop Kothari |
Devin Sullivan |
Chief Executive Officer & Chief
Financial Officer |
Managing Director |
LuxUrban Hotels Inc. |
The Equity Group
Inc. |
shanoop@luxurbanhotels.com |
dsullivan@equityny.com |
|
|
|
Conor Rodriguez, Analyst |
|
crodriguez@equityny.com |
v3.24.1.1.u2
Cover
|
May 22, 2024 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
May 22, 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
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14a -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=luxh_CommonStock0.00001ParValuePerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=luxh_SeriesACumulativeRedeemablePreferredMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
LuxUrban Hotels (NASDAQ:LUXHP)
Gráfico Histórico do Ativo
De Jun 2024 até Jul 2024
LuxUrban Hotels (NASDAQ:LUXHP)
Gráfico Histórico do Ativo
De Jul 2023 até Jul 2024