Item 3.02 Unregistered Sales of Equity Securities
As previously reported, on June 11, 2021, the
Company launched an offering (the “Offering”) of up to 47,000 shares
of its Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) at a price of $1,000 per share,
for maximum gross proceeds of $47 million.
The Offering is being conducted on a “best
efforts” basis under Regulation A of Section 3(6) of the Securities Act of 1933, as amended (the “Securities Act”),
for Tier 2 offerings, pursuant to the Company’s offering statement on Form 1-A, originally filed with the Securities and Exchange
Commission (the “SEC”) on January 21, 2021, as amended (the “Offering Statement”), which was qualified
by the SEC on June 11, 2021. The Offering will terminate at the earlier of: (1) the date on which the maximum amount of offered shares
of Series C Preferred Stock has been sold, (2) the date which is one year after the Offering was qualified by the SEC, subject to an extension
of up to an additional one year at the discretion of the Company and the Dealer Manager (as defined below), or (3) the date on which the
Offering is earlier terminated by the Company in its sole discretion.
Arete Wealth Management LLC (the “Dealer
Manager”) is acting as the Company’s managing broker-dealer for the Offering. The Dealer Manager has made no commitment
to purchase all or any part of the shares of Series C Preferred Stock being offered but has agreed to use its best efforts to sell such
shares in the Offering. As partial compensation, the Company agreed to pay the Dealer Manager concurrently with each closing of the Offering
a selling commission of 4.00% of the gross offering proceeds of such closing and a dealer manager fee of 2.75% of the gross offering proceeds
of such closing.
As previously reported, the Company has completed
multiple closings of the Offering, pursuant to which the Company sold an aggregate of 10,705.4 shares of Series C Preferred Stock for
total gross proceeds of $10,701,840. After deducting the Dealer Manager’s fees, the Company received net proceeds of approximately
$9,981,550.
On April 26, 2022, the Company completed an additional
closing of the Offering, pursuant to which the Company sold an aggregate of 414 shares of Series C Preferred Stock for total gross proceeds
of $414,000. After deducting the Dealer Manager’s fees, the Company received net proceeds of approximately $386,055.
On May 10, 2022, the Company completed an additional
closing of the Offering, pursuant to which the Company sold an aggregate of 288 shares of Series C Preferred Stock for total gross proceeds
of $288,000. After deducting the Dealer Manager’s fees, the Company received net proceeds of approximately $269,760.
On May 24, 2022, the Company completed an additional
closing of the Offering, pursuant to which the Company sold an aggregate of 193.2 shares of Series C Preferred Stock for total gross proceeds
of $193,177. After deducting the Dealer Manager’s fees, the Company received net proceeds of approximately $180,138.
Please see the Offering Statement for additional
details regarding the Offering, including the terms of the Series C Preferred Stock being offered.
As noted above, the issuances of the Series C
Preferred Stock were made in reliance upon an exemption from registration provided under Regulation A of Section 3(6) of the Securities
Act.