424B3 1 luxurban_424b3.htm 424B3

 


Filed Pursuant to Rule 424(b)(3)

Registration No. 333-267821

 

PROSPECTUS SUPPLEMENT

To Prospectus dated October 28, 2022

 

LUXURBAN HOTELS INC.

(formerly CorpHousing Group Inc.)

4,191,490 shares of Common Stock

offered by Selling Stockholders

 

This prospectus supplement relates to the prospectus dated October 28, 2022 (the “prospectus”), as previously supplemented on November 9, 2022, November 15, 2022, November 28, 2022, December 2, 2022, and December 21, 2022, that is part of registration statement that registers the resale by the selling stockholders (the “Selling Stockholders”) identified therein (and their permitted transferees) from time to time of up to an aggregate of (a) 2,003,239 shares of our common stock issuable to them upon conversion of 2022 Investor Financing Notes (as defined therein), (b) 2,156,251 shares of our common stock issuable to them upon exercise of 2022 Investor Financing Warrants (as defined therein) and (c) 32,000 shares of our common stock issuable to them upon exercise of our 2022 Investor Financing Agent Warrants (as defined therein). 

 

We are not selling any securities under the prospectus as supplemented hereby and will not receive any of the proceeds from the sale of our common stock by the Selling Stockholders. However, we may receive up to $8,765,800 aggregate gross proceeds from sales of common stock upon cash exercises of the 2022 Investor Financing Warrants and the 2022 Investor Financial Agent Warrants. 

 

The Selling Stockholders may sell or otherwise dispose of the common stock described in the prospectus as supplemented hereby in a number of different ways and at varying prices. See “Plan of Distribution” in the prospectus for more information. 

 

This prospectus supplement is being filed to update and supplement the information previously included in the prospectus, as previously supplemented, with information regarding management’s guidance for certain of the Company’s financial metrics for 2022 and the opening of new hotels within the Company’s portfolio, which was furnished in a press release made by the Company on January 18, 2022 and filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 19, 2022.

 

You should read this prospectus supplement in conjunction with the prospectus, including any supplements and amendments thereto. This prospectus supplement is qualified by reference to the prospectus except to the extent that the information in the prospectus supplement supersedes the information contained in the prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any supplements and amendments thereto.

 

Our common stock is currently listed on The Nasdaq Capital Market or “Nasdaq”, under the symbol “LUXH”. On January 18, 2023, the last reported sales price of our common stock, as reported on The Nasdaq Capital Market, was $1.73 per share. 

 

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described in the section titled “Risk Factors” beginning on page 10 of the prospectus, and under similar headings in any amendments or supplements to this prospectus.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.

 

The date of this prospectus supplement is January 19, 2023

 

 

 

 

 

 

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): January 18, 2023

 

LuxUrban Hotels Inc.
(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-41473   82-3334945

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

212 Biscayne Blvd, Suite 253, Miami, Florida   33137
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (833) 723-7368

 

N/A
(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):

 

☐ 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))

 

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. ☐

 

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

 

Title of each class   Ticker symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.00001 per share   LUXH   The Nasdaq Stock Market LLC

 

 

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On January 18, 2023, LuxUrban Hotels Inc. (the “Company”) issued a press release reiterating management’s full-year net rental revenue and EBITDA guidance for fiscal 2022, as well as announcing the opening of certain hotels within the Company’s growing portfolio. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

The information in this report and the exhibit hereto may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements are made based on the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by forward-looking statements. Please refer to the “Forward Looking Statements” section of the press release filed as an exhibit hereto and the disclosures by the Company in its filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results, including those set forth in its Registration Statement on Form S-1 (No.333-267821), including the section thereof entitled “Risk Factors.”

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit
Number		   Description
99.1   Press Release

 

1

 

 

SIGNATURE

 

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.

 

Dated:  January 19, 2023 LUXURBAN HOTELS INC.
   
  By: /s/ Brian Ferdinand
    Name: Brian Ferdinand
    Title: Chief Executive Officer and Chairman

 

2

 

 

Exhibit 99.1

 

 

LuxUrban Hotels Inc. Reiterates 2022 Full Year Net Rental Revenue and EBITDA Guidance

 

Announces Scheduled Openings of The Tuscany in New York City

and Townhouse Hotel in Miami

 

MIAMI, FL - January 18, 2023 - LuxUrban Hotels Inc. (Nasdaq: LUXH) (or “the Company”), which utilizes a long-term lease, asset-light business model to acquire and manage a growing portfolio of short-term rental properties in major metropolitan cities, announced today that it is reiterating full year 2022 net rental revenue and EBITDA guidance of $42-$46 million and $7-$9 million, respectively. The Company also announced that it expects to commence operations at The Tuscany in New York City and the Townhouse Hotel in Miami Beach the week of January 23, 2023. Each of these properties will be powered by the Company’s consumer facing LuxUrbanTM brand.

 

Inclusive of The Tuscany and Townhouse Hotel, LuxUrban operates 15 short-term stay hotels, under long-term Master Lease Agreements (“MLA”), located in Miami, New York City, Washington, D.C., and New Orleans.

 

The Tuscany’s 124 rooms offer spacious accommodations and generous amenities, including hardwood entryways in all rooms, corner studios with an abundance of natural light, and multiple suites with signature views of the Chrysler Building and Empire State Building. Located just steps from the beach, the Townhouse Hotel is a 70-unit hotel located in Miami’s South Beach. The property offers freshly remodeled Standard, Superior and Penthouse accommodations reflecting a chic combination of European style and Miami Beach flair, and a warm and hospitable staff.

 

“We are proud of our accomplishments in 2022 and excited about the opportunities that we are pursuing in 2023,” said Brian Ferdinand, Chairman and CEO. “We are committed to delivering long-term shareholder value by executing our proven and scalable growth strategy. To that end, we are continuing to manage a robust pipeline of hotel properties in current markets and new destination cities and expect to announce the addition of at least 4-6 properties to our portfolio during Q1 2023.”

 

LuxUrban Hotels Inc.

LuxUrban Hotels Inc. utilizes a long-term lease, asset-light business model to acquire and manage a growing portfolio of short-term rental properties in major metropolitan cities. The Company’s future growth focuses primarily on seeking to create “win-win” opportunities for owners of dislocated hotels, including those impacted by COVID-19 travel restrictions, while providing LuxUrban Hotels favorable operating margins. LuxUrban Hotels operates these properties in a cost-effective manner by leveraging technology to identify, acquire, manage, and market them globally to business and vacation travelers through dozens of third-party sales and distribution channels, and the Company’s own online portal. Guests at the LuxUrban Hotels properties are provided high quality service under the Company’s consumer brand, LuxUrbanTM.

 

 

 

 

Forward Looking Statements

This press release contains forward-looking statements, including with respect to the financial guidance for 2022, scheduled property openings, expected closing of noted lease transactions and continued closing on additional leases for properties in the Company’s pipeline, as well the Company’s anticipated ability to commercialize efficiently and profitably the properties it leases and will lease in the future. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those set forth under the caption “Risk Factors” in the prospectus forming part of the Company’s effective Registration Statement on Form S-1 (File No. 333-267821). Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. Forward-looking information may relate to anticipated events or results including, but not limited to business strategy, leasing terms, high-level occupancy rates, and sales and growth plans. The financial projections provided herein are based on certain assumptions and existing and anticipated market, travel and public health conditions, all of which may change. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

 

CONTACT  
LuxUrban Hotels Inc. The Equity Group Inc.
Shanoop Kothari Devin Sullivan
Chief Financial Officer Managing Director
shanoop@luxurbanhotels.com (212) 836-9608
  dsullivan@equityny.com
   
David Shayne
Analyst
(212) 836-9628
  dshayne@equityny.com