Amended Current Report Filing (8-k/a)
02 Giugno 2020 - 8:40PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 2, 2020 (March 12, 2020)
Manufactured
Housing Properties Inc.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-51229
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51-0482104
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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136
Main Street, Pineville, North Carolina
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28134
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(Address
of principal executive offices)
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(Zip
Code)
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(980)
273-1702
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(Registrant’s
telephone number, including area code)
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(Former
name or former address, if changed since last report)
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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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.
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: None
EXPLANATORY
NOTE
As
previously disclosed MHP Pursuits LLC, a wholly-owned subsidiary of Manufactured Housing Properties Inc., a Nevada corporation
(the “Company”), entered into a purchase and sale agreement (the “Purchase Agreement”) with
J & A Real Estate, LLC (“J&A”) on January 7, 2020 for the purchase of a manufactured housing community
known as Countryside Estates Mobile Home Park (the “Property”), which is located in Lancaster, South Carolina
and totals 110 sites, for a total purchase price of $3.7 million. As previously reported, closing of the Purchase Agreement was
completed on March 12, 2020 and the Company’s newly formed wholly owned subsidiary Countryside MHP LLC purchased the Property.
This
Current Report on Form 8-K/A amends the original Form 8-K that the Company filed on March 27, 2020 to include J&A’s
statement of revenues and certain expenses for the year ended December 31, 2019 and the unaudited pro forma combined financial
information related to the acquisition required by Items 9.01(a) and 9.01(b) of Form 8-K.
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Item
9.01
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Financial
Statements and Exhibits.
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(a)
Financial Statements of Business Acquired
The
statement of revenues and certain expenses for J&A for the year ended December 31, 2019 and the accompanying notes thereto
is filed as Exhibit 99.1 attached hereto and is incorporated by reference herein.
(b)
Pro forma financial information
The
unaudited pro forma combined financial statements giving effect to the acquisition is filed as Exhibit 99.2 attached hereto
and is incorporated herein by reference.
(d)
Exhibits
Exhibit
No.
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Description
of Exhibit
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10.1
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Purchase and Sale Agreement, dated January 7, 2020, between MHP Pursuits LLC and J & A Real Estate, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 13, 2020)
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10.2
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Promissory Note issued by Countryside MHP LLC to J & A Real Estate, LLC on March 12, 2020 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on March 27, 2020)
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10.3
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Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing, dated March 12, 2020, between Countryside MHP LLC and J & A Real Estate, LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on March 27, 2020)
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99.1
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Statement of Revenues and Certain Expenses
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99.2
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Unaudited Pro Forma Combined Financial Statements
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this current report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date:
June 2, 2020
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MANUFACTURED
HOUSING PROPERTIES INC.
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By:
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/s/
Raymond M. Gee
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Raymond
M. Gee
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Chief
Executive Officer
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2
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