Cottonwood Communities Inc.

11/27/2024 | Press release | Distributed by Public on 11/27/2024 12:18

Private Placement Form 8 K

Item 3.02 Unregistered Sales of Equity Securities.
Preferred Offerings
We are conducting two separate best-efforts private placement offerings pursuant to which we are offering two different series of preferred stock to accredited investors. Both offerings are exempt from registration pursuant to Rule 506(b) of Regulation D of the Securities Act because the shares are being offered and sold solely to accredited investors without the use of general solicitation.
In an offering launched December 13, 2022, we are offering a maximum of $150,000,000 in shares of our Series 2023 Preferred Stock (the "Series 2023 Private Offering") at a purchase price of $10.00 per share (with discounts available to certain categories of purchasers). In an offering launched September 19, 2023, we are offering a maximum of $150,000,000 in shares of our Series A Convertible Preferred Stock (the "Series A Convertible Private Offering") at a purchase price of $10.00 per share.
Sales Pursuant to the Series 2023 Private Offering
During the period from November 14, 2024 through November 26, 2024, we issued and sold 126,107 shares of Series 2023 Preferred Stock in the Series 2023 Private Offering and received aggregate proceeds of $1,258,002. In connection with the sale of these shares in the Series 2023 Private Offering, we paid aggregate selling commissions of $72,600 and placement fees of $37,478. As of November 26, 2024, there were 10,298,741 shares of our Series 2023 Preferred Stock outstanding.
Sales Pursuant to the Series A Convertible Private Offering
During the period from November 20, 2024 through November 26, 2024, we issued and sold 83,018 shares of Series A Convertible Preferred Stock in the Series A Convertible Private Offering and received aggregate proceeds of $820,000. In connection with the sale of these shares in the Series A Convertible Private Offering, we paid aggregate selling commissions of $40,200 and placement fees of $24,075. As of November 26, 2024, there were 4,872,284 shares of Series A Convertible Preferred Stock outstanding.