LUXHP LuxUrban Hotels Inc

 

 

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): November 12, 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))

 

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

 

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. ☐

 

 

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

The information contained in Item 5.07 of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

On November 12, 2024, LuxUrban Hotels Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders considered two proposals: (i) a proposal (the “Reverse Stock Split Proposal”) to amend the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to effect a reverse stock split (the “Reverse Stock Split”) of the Company’s outstanding common stock, par value $0.00001 per share (the “Common Stock”) by a ratio of not less than one-for-thirty and not more than one-for-seventy, with the exact number to be set at a whole number within this range to be determined by the Company’s board of directors (the “Board”), in its sole discretion in consultation with the Company’s investment banking advisors, and to authorize the Board to implement the Reverse Stock Split by filing an amendment to the Charter; and (ii) a proposal (the “Nasdaq Compliance Proposal”) to approve, for purposes of complying with Nasdaq Stock Market LLC Listing Rule 5635, the issuance of shares of Common Stock upon conversion of certain outstanding Company convertible promissory notes and exercise of certain outstanding Company warrants in excess of the 19.99% share limitation contained in such securities. Both proposals were approved, as set forth below:

 

Proposal No. 1 – Reverse Stock Split Proposal.

 

Stockholders approved amendment of the Charter to effectuate the Reverse Stock Split, as follows:

 

For		Against		Abstain
80,836,603		1,397,349		32,263

 

Proposal No. 2 – Nasdaq Compliance Proposal.

 

Stockholders approved the waiver of the limitation under NASDAQ Rule 5635(d), permitting the Company to issue securities in a manner that may result in the issuance of shares exceeding 19.99% of the Company’s outstanding Common Stock, as follows:

 

For		Against		Abstain
80,786,603		1,400,641		78,971

 

The Company’s board determined the ratio of the Reverse Stock Split to be one-for-seventy, meaning that for every 70 issued and outstanding shares held by a stockholder prior to the Reverse Stock Split, the stockholder will own 1 share after the Reverse Stock Split. Stockholders who would own a fraction of a share as a result of the Reverse Stock Split will instead receive cash in lieu of a fractional share. The Reverse Stock Split will reduce the number of shares of Common Stock outstanding from 151,854,265 to approximately 2,169,436, subject to adjustment for the distribution of cash in lieu of fractional shares. The par value of the Common Stock and the number of shares of Common Stock authorized for issuance will not change as a result of the Reverse Stock Split.

 

The Company will file the Certificate of Amendment to the Charter effectuating the Reverse Stock Split with the Secretary of State of the State of Delaware, to become effective November 20, 2024, and the Common Stock will begin trading on a Reverse Stock Split-adjusted basis on The Nasdaq Capital Market when the market opens November 20, 2024. The trading symbol for the Common Stock will remain “LUXH.” The new CUSIP number shall be 21985R303.

 

For more information about the Reverse Stock Split, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 29, 2024 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference. The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report and incorporated herein by reference.

 

 

Item 7.01.

Regulation FD Disclosure.

 

On November 15, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

 

Item 9.01.

Financial Statement And Exhibits.

 

(d)

Exhibits:

 

Exhibit No.		Description
3.1		Certificate of Amendment to the Company’s Certificate of Incorporation, as filed on November 15, 2024.
99.1		Press Release, dated November 15, 2024

 

 

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: November 15, 2024	LUXURBAN HOTELS INC.
	By:	/s/ Michael James
		Michael James
		Chief Financial Officer

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

LUXURBAN HOTELS INC.

 

LuxUrban Hotels Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”) and pursuant to the provisions of Section 242 of the DGCL, does hereby certify as follows:

 

FIRST: The name of the Corporation is LuxUrban Hotels Inc., and the date of filing of the Certificate of Formation (the “Existing Certificate”) of the Corporation with the Secretary of State of the State of Delaware was October 24, 2017 (with its certificate of conversion changing it from a limited liability company to a corporation filed with the Secretary of State of Delaware on January 4, 2022).

 

SECOND: The Board of Directors of the Corporation (the “Board”), acting in accordance with the provisions of Section 242 of the DGCL, duly adopted and approved resolutions to amend the Existing Certificate.

 

THIRD: The Existing Certificate is hereby amended by restating in its entirety Article Fourth as follows

 

“FOURTH. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 220,000,000 shares, consisting of (i) 200,000,000 shares of Common Stock, $0.00001 par value per share (“Common Stock”), and (ii) 20,000,000 shares of Preferred Stock, $0.00001 par value per share (“Preferred Stock”). Upon the effective time (the “Effective Time”) of the filing of this Certificate of Amendment, each 70 (the “Reverse Split Factor”) shares of Common Stock issued and outstanding at such time shall be combined into one (1) share of Common Stock (the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain at $.00001 per share. No fractional shares will be issued in connection with the Reverse Stock Split. Any fractional share that remains (determined in good faith by the transfer agent) after all shares held of record by a holder of the Common Stock have been combined consistent with the Reverse Split Factor shall be rounded up to a whole share of Common Stock. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (an “Old Certificate”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined pursuant to the Reverse Stock Split, subject to the elimination of fractional interests as described above. The Board of Directors of the Corporation is expressly granted authority to issue shares of the Preferred Stock in one or more series and to fix for each such series such voting powers, full or limited, and such designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issue of such series (a “Preferred Stock Designation”) and as may be permitted by the GCL. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.”

 

 

FOURTH: This Certificate of Amendment to the Existing Certificate was duly approved and adopted, pursuant to the provisions of Section 242 of the DGCL, by unanimous written consent of the Board, and was duly approved and adopted by written consent of the holders of the requisite majority of the outstanding Common Stock of the Corporation in accordance with Section 228 of the DGCL. The effective date of this Certificate of Amendment shall be November 20, 2024.

 

IN WITNESS WHEREOF, this Certificate of Amendment to the Certificate of Incorporation of LuxUrban Hotels Inc. has been executed by the Chief Executive Officer of this Corporation on this 15^th day of November, 2024.

 

	LUXURBAN HOTELS INC.
	By:	/s/ Robert Arigo
	Name:	Robert Arigo
	Title:	Chief Executive Officer

 

 

Exhibit 99.1

 

LuxUrban Hotels Inc. Announces Reverse Stock Split and Nasdaq Compliance Approval

 

Miami, Florida — November 15, 2024 — LuxUrban Hotels Inc. (Nasdaq: LUXH), a hospitality company that leases entire hotels on a long-term basis, manages these hotels, and rents out rooms to guests in the properties it leases, today announced that it will effectuate a one-for-seventy (1:70) reverse stock split of its common stock. This reverse stock split was approved by stockholders at the special meeting held on November 12, 2024, and will be effective at the opening of trading on November 20, 2024.

 

The reverse stock split is part of LuxUrban Hotels’ strategy to strengthen its position within the Nasdaq Capital Markets, improve the stock’s trading profile, and position the company for future growth and expansion opportunities. Following the reverse split, the number of shares of common stock issued and outstanding will be reduced from approximately 151.85 million to approximately 2.17 million shares.

 

In addition, stockholders approved a proposal to waive the 19.99% share limitation under Nasdaq Rule 5635(d), allowing the company to issue additional shares of common stock upon the conversion of certain convertible promissory notes and the exercise of outstanding warrants. This approval enables LuxUrban to maintain its compliance with Nasdaq listing standards while maximizing the flexibility of its financing arrangements.

 

Key details of the reverse stock split include:

 

●

Ratio: 1-for-70, meaning stockholders will receive one share for every 70 shares held.

 

●

Effective Date: November 20, 2024, at the market open.

 

●

CUSIP: The new CUSIP number for the post-split common stock will be 21985R303.

 

The trading symbol for LuxUrban’s common stock on the Nasdaq Capital Market will remain “LUXH.” Stockholders who would own a fraction of a share as a result of the reverse stock split will instead receive cash in lieu of a fractional share.

 

Michael James, Chief Financial Officer of LuxUrban Hotels, commented: “The approval of the reverse stock split and Nasdaq compliance proposal marks a significant step in our ongoing efforts to drive shareholder value. We appreciate the support of our stockholders and remain committed to our vision of becoming a leader in the urban lodging market.”

 

For additional details on the reverse stock split, please refer to the company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on October 29, 2024, and the related 8-K filing dated November 15, 2024.

 

 

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.

  

Contact:

 

Management:
Robert Arigo
(833) 723-7368

 

Investor Relations:
Jeff Ramson
New York, NY 10001
T: 646-863-6893
jramson@pcgadvisory.com

 

 

 

 

v3.24.3

Cover	Nov. 12, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 12, 2024
Current Fiscal Year End Date	--12-31
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

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