LuxUrban Hotels Closes First Tranche of Private Placement of Senior Secured Convertible Notes Due 2027 and Common Stock Purchase Warrants
2024年8月14日 - 9:30AM
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 it has closed the
first tranche of a private offering (the “Notes Offering”) to sell
up to $10 million aggregate principal amount of new
senior secured convertible notes due 2027 (the "Notes") and
common stock purchase warrants (“Note Warrants”) in one or more
closings through August 30, 2024.
The first tranche closing occurred on August 13,
2024 and generated gross cash proceeds of $2.1 million. The Company
intends to use the net cash proceeds from the Notes Offering for
working capital and other general corporate purposes. Among these
corporate purposes is the continued advancement of Lux 2.0, the
Company’s previously announced series of initiatives focused on
identifying and curing various financial and operational issues,
and to create a platform that can deliver long-term shareholder
value.
The Notes bear interest at 18%, are secured by
substantially all of the assets of the Company, and are being sold
to certain accredited investors in a private offering exempt from
registration under the Securities Act of 1933, as amended (the
“Securities Act”).
ADDITIONAL INFORMATION REGARDING THE
OFFERING
Under the terms of the Notes Offering, certain
equity investors and holders of promissory notes evidencing
existing borrowed money obligations of the Company were entitled to
convert such equity and debt into the offering. As a result of
these conversions, the Company will issue an additional aggregate
of $2.8 million principal amount of Notes and corresponding Note
Warrants to purchase shares of common stock as part of the initial
closing.
Repayment of the principal amount of the Notes
commences twelve (12) months from the date of issuance. The
principal shall be repaid in twenty-four (24) equal monthly
installments commencing on August 13, 2025 and continuing on the
same day of each month thereafter until the principal amount is
paid in full (“Principal Payments”), with all principal and
interest due thereon to be paid on or prior to August 13, 2027 (the
“Maturity Date”), unless the Notes are previously converted into
common stock or preferred stock as prescribed under the terms of
the offering.
Subject to the occurrence of certain events as
outlined in the definitive agreements, the Note Warrants shall
become exercisable and the Notes: a.) will be convertible from time
to time at the election of the holders into shares of common stock
of the Company; and b.) will mandatorily convert into a newly
created series of preferred stock.
The Notes and Note Warrants will not be
registered under the Securities Act and may not be offered or sold
absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable
state laws. The purchasers in the Offering have customary
registration rights with respect to the shares of Common Stock into
which the Notes and Note Warrants are convertible or
exercisable.
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.
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. The Company
will file the definitive agreements governing the Notes Offering as
exhibits to a Current Report on Form 8-K to be filed with the
SEC.
ContactDevin SullivanManaging DirectorThe
Equity Group Inc.dsullivan@equityny.com
Conor Rodriguez, Analystcrodriguez@equityny.com
LuxUrban Hotels (NASDAQ:LUXH)
過去 株価チャート
から 11 2024 まで 12 2024
LuxUrban Hotels (NASDAQ:LUXH)
過去 株価チャート
から 12 2023 まで 12 2024