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):
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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 Stock Market LLC | ||||
| The
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| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously disclosed, LuxUrban Hotels Inc. (the “Company” or “we” and related pronouns) entered into a financing arrangement with THA Holdings LLC, an entity controlled and operated by the Company’s Chairman, Co-Chief Executive Officer and largest stockholder, Brian Ferdinand, pursuant to which the Company agreed to issue to Mr. Ferdinand an unsecured, advancing term promissory note, dated November 17, 2023 (the “Note”). The Company is in active late stage discussions with its partner, Wyndham Hotels & Resorts, Inc., on various aspects of Development Incentive Advances, which include accelerating the timing and increasing the amounts of these funds on new property acquisitions. As a result of this anticipated positive development, on December 3, 2023, the Company and Mr. Ferdinand mutually agreed to cancel the Note, pursuant to a payoff letter, dated December 3, 2023 (the “Payoff Letter”). Mr. Ferdinand will cease, for the foreseeable future, further sales of common stock of the Company that were to have been used to fund amounts borrowable under the Note. An amount equal to the proceeds resulting from recent sales by Mr. Ferdinand in the amount of approximately $500,000 will be gifted to the Company.
The foregoing summary of the Payoff Letter does not purport to be complete and is qualified in its entirety by reference to the Payoff Letter attached as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits: |
| Exhibit Number |
Description | |
| 10.1 | Payoff Letter, dated December 3, 2023. | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit). |
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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: December 4, 2023 | LUXURBAN HOTELS INC. | |
| By: | /s/ Shanoop Kothari | |
| Name: Shanoop Kothari | ||
Title: President, Co-Chief Executive Officer, Chief Financial Officer and Secretary | ||
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