UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
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 | ||
| The
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Item 1.01. Entry into a Material Definitive Agreement.
On June 19, 2023, LuxUrban Hotels Inc. (the “Company”, “we”, “our” or similar pronouns) entered into an agreement (the “June 2023 Letter Agreement”) with Greenle Partners LLC Series Alpha P.S. (“Greenle Alpha”) and Greenle Partners LLC Series Beta P.S. (“Greenle Beta” and, together with Greenle Alpha, “Greenle”), the holders of our senior secured convertible notes (the “Convertible Notes”). Pursuant to the June 2023 Letter Agreement, Greenle agreed to convert, within two trading days, the principal amount of each outstanding Convertible Note owned by Greenle Alpha and Greenle Beta and all accrued interest thereon and any other amounts payable thereunder, totaling approximately $2.6 million, into 1,528,975 shares of our common stock. Following such conversions, the Company shall have no remaining obligations under the terms of any of the Convertible Notes. Pursuant to the June 2023 Letter Agreement, the Company agreed to register the re-sales of the common stock underlying the previously issued and last remaining warrants owned by Greenle Alpha and Greenle Beta to purchase 1,000,000 shares of our common stock and 250,000 shares of our common stock, respectively, and reduce the exercise price of such warrants to $2.50 per share of common stock.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description | |
| 10.1 | June 2023 Letter Agreement | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
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: June 20, 2023 | LUXURBAN HOTELS INC. | ||
| By: | /s/ Brian Ferdinand | ||
| Name: | Brian Ferdinand | ||
| Title: | Chief Executive Officer and Chairman | ||
2
Exhibit 10.1
LUXURBAN HOTELS INC.
2125 Biscayne Boulevard
Suite 253
Miami, Florida 33137
June 19, 2023
Greenle Partners LLC Series Alpha P.S.
156 W Saddle River Road
Saddle River, New Jersey 07458
Greenle Partners LLC Series Beta P.S.
156 W Saddle River Road
Saddle River, New Jersey 07458
Gentlemen:
Reference is made to (i) the Securities Purchase Agreement dated as of May 27, 2022 (the “May Agreement”) between LuxUrban Hotels Inc. (formerly known as CorpHousing Group, Inc.), a Delaware corporation (the “Company”), and Greenle Partners LLC Series Alpha P.S., a Delaware limited liability company (“Greenle Alpha”), (ii) the Securities Purchase Agreement dated as of June 30, 2022 and amended by the letter agreement dated July 15, 2022 and Addendum to Securities Purchase Agreement dated as of August 15, 2022 (as amended, the “June Agreement”) between the Company and Greenle Alpha, (iii) the Securities Purchase Agreement dated as of September 30, 2022 and amended by the letter agreement dated October 20, 2022 (as amended, the “September Agreement” and, together with the May Agreement and the June Agreement, the “Purchase Agreements”) between the Company and Greenle Alpha, and (iv) the Loan Agreement dated as of November 23, 2022 (the “Loan Agreement”) among the Company, Greenle Alpha and Greenle Partners LLC Series Beta P.S., a Delaware limited liability company (“Greenle Beta” and, together with Greenle Alpha, “Greenle”), as supplemented or amended by the letter agreement dated February 17, 2023; (v) the letter agreement between Greenle and the Company dated February 13, 2023 pursuant to which, among other matters, certain future Revenue Share payments were converted to the obligation by the Company to issue shares of Common Stock (the “February 2023 Revenue Share Agreement”), as amended by the Revenue Share Exchange Agreement dated May 21, 2023; and (vi) the letter agreement between the Company and Greenle dated April 16, 2023 pursuant to which among other matters, the Company issued warrants to purchase an aggregate of 1,250,000 shares of Common Stock (the “April 2023 Letter Agreement”, and collectively with the Purchase Agreements, Loan Agreement and the February 2023 Revenue Share Agreement, the “Agreements”). Terms used but not defined herein have the respective meanings set forth in the Purchase Agreements.
This letter will confirm our understanding and agreement that, in consideration of the respective agreements of the Company, Greenle Alpha and Greenle Beta set forth herein, the sufficiency of which is hereby acknowledged by such parties, the Company, Greenle Alpha and Greenle Beta acknowledge and agree to the provisions set forth below and will consummate the following transactions:
| a. | Within two Trading Days of the date hereof, each of Greenle Alpha and Greenle Beta shall convert the principal amount of each outstanding Note owned by it, and all accrued interest thereon and any other amounts payable thereunder into shares of Common Stock in the manner required by, and pursuant to the terms of, such Notes. Following such conversion, the Company shall have no remaining obligations under the terms of any of the Notes. |
| b. | Effective as of the date hereof, the Exercise Price of each outstanding Warrant shall be reduced to $2.50 per share of Common Stock. Except for such amendment to each outstanding Warrant, the terms of the outstanding Warrants shall be unchanged. The Company hereby agrees to register the resale of the Common Stock issuable upon the exercise of the Warrants issued to Greenle pursuant to the April 2023 Letter Agreement. |
If the foregoing accurately sets forth our understanding and agreement as to the matters set forth above, please acknowledge your agreement by signing below and returning to us a copy of this letter.
| LuxUrban Hotels Inc. | |||
| By: | /s/ Brian Ferdinand | ||
| Name: | Brian Ferdinand | ||
| Title: | CEO | ||
| Greenle Partners LLC Series Alpha P.S. | |||
| By: | /s/ Alan Uryniak | ||
| Name: | Alan Uryniak | ||
| Title: | Manager | ||
| Greenle Partners LLC Series Beta P.S. | |||
| By: | /s/ Alan Uryniak | ||
| Name: | Alan Uryniak | ||
| Title: | Manager | ||
Cover |
Jun. 19, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 19, 2023 |
| 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 | (833) |
| Local Phone Number | 723-7368 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.00001 per share |
| Trading Symbol | LUXH |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |