UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): February 4, 2020 

 

LODGING FUND REIT III, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

 

Maryland

000-56082

83-0556111

(State or Other Jurisdiction of
Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

1635 43rd Street South, Suite 205

 

Fargo, North Dakota

58103

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (701) 630-6500

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

N/A

N/A

 

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:

 

☐  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. ☐

 

 

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

 

On June 1, 2018, Lodging Fund REIT III, Inc. (the “Company”) commenced a private placement offering of up to $100,000,000 in shares of its common stock (the “Offering”). The Company is offering these securities in reliance upon exemptions from the registration requirements provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D under the Securities Act relating to sales not involving any public offering. The securities are being offered and sold only to purchasers who are “accredited investors,” as defined in Rule 501 of Regulation D of the Securities Act, and without the use of general solicitation, as that concept is embodied in Regulation D. In addition to sales of common stock for cash, the Company has adopted a dividend reinvestment plan (“DRIP”), which permits stockholders to reinvest their distributions back into the Company. Except as otherwise provided in the offering memorandum for Offering, the shares offered in the Offering for cash are being offered at an initial price of $10.00 per share, with shares issued pursuant to the DRIP being purchased at an initial price of $9.50 per share. During the period from January 11, 2020 to February 4, 2020, the Company issued and sold 320,593 shares of common stock and received aggregate proceeds of $3.1 million.  During the period from January 11, 2020 to February 4, 2020, aggregate selling commissions of $173,000 and marketing and diligence allowances and other wholesale selling costs and expenses of $150,000 were paid in connection with the Offering. As of February 4, 2020, there were 6,413,579 shares of the Company’s common stock outstanding.

 

 

1

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

LODGING FUND REIT III, INC.

 

 

 

Dated: February 6, 2020

 

BY:

/s/ Corey R. Maple

 

 

 

Corey R. Maple

 

 

 

Chairman of the Board, Chief Executive Officer and Secretary