UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): July 22, 2020

UMH Properties, Inc.

(Exact name of registrant as specified in its charter)

Not Applicable

(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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

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On July 22, 2020, UMH Properties, Inc. (the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with B. Riley Securities, Inc., as distribution agent (the “Distribution Agent”) under which the Company may offer and sell shares of the Company’s 6.75% Series C Cumulative Redeemable Preferred Stock, $0.10 par value per share, with a liquidation preference of $25.00 per share (the “Series C Preferred Stock”) and/or the Company’s 6.375% Series D Cumulative Redeemable Preferred Stock, $0.10 par value per share, with a liquidation preference of $25.00 per share (the “Series D Preferred Stock”), having an aggregate sales price of up to $100,000,000 from time to time through the Distribution Agent, as agent or principal. Sales of the shares of Series C Preferred Stock and/or Series D Preferred Stock under the Sales Agreement, if any, will be in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on or through the New York Stock Exchange (the “NYSE”) or on any other existing trading market for the Series C Preferred Stock or the Series D Preferred Stock, as applicable, or to or through a market maker or any other method permitted by law, including, without limitation, negotiated transactions and block trades. The Distribution Agent is not required to sell any specific number or dollar amount of securities, but will use its commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between the Distribution Agent and the Company.

The Company intends to use the net proceeds from sales of shares of Series C Preferred Stock and/or Series D Preferred Stock under the Sales Agreement for working capital and general corporate purposes, which may include purchase of manufactured homes for sale or lease to customers, expansion of the Company’s existing communities, potential acquisitions of additional properties, possible redemption of Series B Preferred Stock and possible repayment of indebtedness on a short-term basis.

The Sales Agreement contains customary representations and warranties of the Company and indemnification and contribution provisions under which the Company has agreed to indemnify the Distribution Agent against certain specified liabilities. The Company will pay the Distribution Agent a commission at a mutually agreed rate of up to 2.0% of the gross sales proceeds from the sale of shares of Series C Preferred Stock and/or Series D Preferred Stock sold under the Sales Agreement. The offering of Series C Preferred Stock and/or Series D Preferred Stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all shares of Series C Preferred Stock and/or Series D Preferred Stock subject to the Sales Agreement or (ii) the termination of the Sales Agreement by the Company or the Distribution Agent in accordance with the terms of the Sales Agreement.

The shares of Series C Preferred Stock and/or Series D Preferred Stock sold under the Sales Agreement are being offered and sold pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-238321), filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2020, and declared effective on June 1, 2020 (the “Registration Statement”), and will be sold and issued pursuant to the Company’s prospectus dated June 1, 2020 included in the Registration Statement and the related prospectus supplement, dated July 22, 2020 (the “Prospectus Supplement”). The Series C Preferred Stock and the Series D Preferred Stock are described in the Company’s Registration Statement and the Prospectus Supplement.  The Series C Preferred Stock is listed on the NYSE under the symbol “UMH PRC” and the Series D Preferred Stock is listed on the NYSE under the symbol “UMH PRD.”

The offering of Series C Preferred Stock and/or Series D Preferred Stock under the Sales Agreement replaces the previous program announced by the Company on October 21, 2019 which provided for “at the market offerings” of the Company’s Series C Preferred Stock and Series D Preferred Stock.

The foregoing summary of the Sales Agreement is only a brief description of certain terms therein, does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by such agreement attached hereto.  A copy of the Sales Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference herein. In connection with the filing of the Sales Agreement, the Company is filing as Exhibit 5.1 the opinion of its counsel Stroock & Stroock & Lavan LLP and as Exhibit 8.1 the tax opinion of Stroock & Stroock & Lavan LLP.

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.

Exhibit Index

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