vhti20211202_8k.htm
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0001755755
0001755755
2021-12-01
2021-12-01
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): December 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: (214) 276-6300
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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N/A
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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 October 2, 2021 through December 1, 2021, VineBrook Homes Trust, Inc. (the “Company”) issued 1,422,564 shares of its Class A common stock in its continuous private placement for gross proceeds of approximately $72.3 million. An aggregate of approximately $3.6 million in selling commissions and fees were paid in connection therewith. See the table below for the breakout by date of the issuances (dollars in thousands):
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Date
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Shares issued
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Gross Proceeds
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Commissions
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October 8, 2021
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88,215 |
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$ |
4,375 |
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$ |
300 |
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October 15, 2021
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30,678 |
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1,514 |
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63 |
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October 22, 2021
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52,089 |
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2,651 |
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155 |
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October 29, 2021
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65,906 |
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3,379 |
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222 |
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November 1, 2021
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445,757 |
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22,342 |
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991 |
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November 12, 2021
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146,834 |
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7,458 |
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424 |
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November 19, 2021
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38,422 |
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2,004 |
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118 |
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November 26, 2021
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78,099 |
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4,021 |
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188 |
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December 1, 2021
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476,564 |
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24,572 |
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1,177 |
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Total
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1,422,564 |
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$ |
72,316 |
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$ |
3,638 |
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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.
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Item 7.01.
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Regulation FD Disclosure.
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Effective for the valuation as of December 31, 2021, the Company has determined that calculations of the Company’s net asset value will occur on a quarterly basis.
The information furnished under this Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “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, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act or the Exchange 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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Interim President, Chief Financial Officer, Assistant Secretary and Treasurer
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Date: December 7, 2021