8-K

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 3, 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.)

2125 Biscayne Blvd, Suite 253, Miami, Florida	33137
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (844) -220-9973

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© 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
13.00% Series A Cumulative Redeemable Preferred Stock, $0.00001 par value per share	LUXHP	The Nasdaq Stock Market LLC

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, LuxUrban Hotels Inc. (the “Company” or “we” and related pronouns) entered into a financing arrangement with THA Holdings LLC, an entity controlled and operated by the Company’s Chairman, Co-Chief Executive Officer and largest stockholder, Brian Ferdinand, pursuant to which the Company agreed to issue to Mr. Ferdinand an unsecured, advancing term promissory note, dated November 17, 2023 (the “Note”). The Company is in active late stage discussions with its partner, Wyndham Hotels & Resorts, Inc., on various aspects of Development Incentive Advances, which include accelerating the timing and increasing the amounts of these funds on new property acquisitions. As a result of this anticipated positive development, on December 3, 2023, the Company and Mr. Ferdinand mutually agreed to cancel the Note, pursuant to a payoff letter, dated December 3, 2023 (the “Payoff Letter”). Mr. Ferdinand will cease, for the foreseeable future, further sales of common stock of the Company that were to have been used to fund amounts borrowable under the Note. An amount equal to the proceeds resulting from recent sales by Mr. Ferdinand in the amount of approximately $500,000 will be gifted to the Company.

The foregoing summary of the Payoff Letter does not purport to be complete and is qualified in its entirety by reference to the Payoff Letter attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	Description
10.1	Payoff Letter, dated December 3, 2023.
104	Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit).

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: December 4, 2023	LUXURBAN HOTELS INC.
	By:	/s/ Shanoop Kothari
		Name: Shanoop Kothari
		Title: President, Co-Chief Executive Officer, Chief Financial Officer and Secretary

2

EX-10.1

Exhibit 10.1

THA Holdings LLC

PAYOFF LETTER

December 3, 2023

LuxUrban Hotels Inc.

2125 Biscayne Blvd, Suite 253

Miami, Florida 33137

Re: Payoff Letter

Ladies and Gentlemen:

Reference is made to that certain Promissory Note, dated as of November 17, 2023 (the “Note”), made by LuxUrban Hotels Inc., a Delaware corporation (“Borrower”) to the order of THA Holdings LLC, a Delaware limited liability company (“Lender”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to such terms in the Note.

As of the date hereof, Borrower and Lender mutually agree to terminate all present and future obligations arising under the Note. Upon execution of this letter agreement, the Note shall terminate and have no further force or effect, all obligations of Borrower under the Note shall be deemed paid in full, released and discharged, and Lender shall have no further obligations to make advances under the Note, all without further action being required to effectuate the foregoing. Notwithstanding the foregoing, Borrower and Lender hereby acknowledge and agree that any amounts currently outstanding under the Note shall be deemed to be a gift from Lender to the Company, and repayment thereof shall not be required.

This letter agreement shall be governed by and construed in accordance with the laws of the State of Florida. This letter agreement may be executed in any number of counterparts, each of which shall be deemed to be an original hereof, and all of which together shall be deemed to be a single instrument. Delivery of an executed counterpart of a signature page to this letter agreement by facsimile or other electronic transmission shall be effective as delivery of an original counterpart of this letter agreement.

[Signature page follows]

Very truly yours,

THA HOLDINGS LLC,
as Lender

By:	/s/ Brian Ferdinand
Name:	Brian Ferdinand
Title:	Manager

Signature Page to Payoff Letter

Accepted and agreed to:

LUXURBAN HOTELS INC.,

as Borrower

By:	/s/ Shanoop Kothari
Name:	Shanoop Kothari
Title:	President, Co-Chief Executive Officer, Chief Financial Officer and Secretary

Signature Page to Payoff Letter

XML

Cover	Dec. 03, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 03, 2023
Entity File Number	001-41473
Entity Registrant Name	LuxUrban Hotels Inc.
Entity Central Index Key	0001893311
Entity Tax Identification Number	82-3334945
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2125 Biscayne Blvd
Entity Address, Address Line Two	Suite 253
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33137
City Area Code	(844)
Local Phone Number	220-9973
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock Par Value 0. 00001 Per Share [Member]
Title of 12(b) Security	Common Stock, par value $0.00001 per share
Trading Symbol	LUXH
Security Exchange Name	NASDAQ
Series A Cumulative Redeemable Preferred [Member]
Title of 12(b) Security	13.00% Series A Cumulative Redeemable Preferred Stock, $0.00001 par value per share
Trading Symbol	LUXHP
Security Exchange Name	NASDAQ