vhti20210816_8k.htm
false
0001755755
0001755755
2021-09-01
2021-09-01
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): September 1, 2021
VINEBROOK HOMES TRUST, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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000-56274
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83-1268857
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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300 Crescent Court, Suite 700
Dallas, Texas, 75201
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(Address of Principal Executive Offices) (Zip Code)
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Registrant’s telephone number, including area code: (833) 463-6697
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))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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None
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N/A
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N/A
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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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Item 3.02.
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Unregistered Sales of Equity Securities.
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From August 10, 2021 through September 2, 2021, VineBrook Homes Trust, Inc. (the “ Company”) issued 1,777,169 shares of its Class A common stock in its continuous private placement for gross proceeds of approximately $80.4 million. An aggregate of approximately $3.9 million in selling commissions and fees were paid in connection therewith. See the table below for the breakout by date of the issuances (dollars in thousands):
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Date
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Shares issued
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Gross Proceeds
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Commissions
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August 13, 2021
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247,133 |
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$ |
10,688 |
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$ |
602 |
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August 16, 2021
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11,024 |
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450 |
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— |
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August 20, 2021
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186,748 |
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8,190 |
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567 |
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August 27, 2021
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111,958 |
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5,099 |
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201 |
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September 1, 2021
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1,174,601 |
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53,967 |
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2,566 |
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September 2, 2021
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45,705 |
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2,000 |
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— |
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Total
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1,777,169 |
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$ |
80,394 |
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$ |
3,936 |
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The Company issued shares of its Class A common stock in reliance upon the exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Rule 506(b) under Regulation D promulgated under the Securities Act and Section 4(a)(2) of the Securities Act.
SIGNATURES
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.
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VINEBROOK HOMES TRUST, INC.
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/s/ Brian Mitts
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Name:
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Brian Mitts
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Title:
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Chief Financial Officer, Assistant Secretary and Treasurer
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Date: September 3, 2021