Cottonwood Communities Inc.
09/10/2025 | Press release | Distributed by Public on 09/10/2025 12:06
Private Placement (Form 8-K)
Item 3.02 Unregistered Sales of Equity Securities.
Preferred Offerings
Cottonwood Communities, Inc. (the "Company," "we," "our," or "us") is conducting multiple best-efforts private placement offerings pursuant to which we are offering certain series of our preferred stock to accredited investors. These 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 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. In an offering launched December 9, 2024, we are offering a maximum of $150,000,000 in shares of our Series 2025 Preferred Stock (the "Series 2025 Private Offering"). The Series 2025 Preferred Stock is being offered (i) for cash at a purchase price of $10.00 per share (with discounts available to certain categories of purchasers) and (ii) through September 30, 2025 (which date may be extended), in exchange for the outstanding shares of our Series 2019 Preferred Stock at a ratio between 1:1 and 1:1.0782 and our Series 2023 Preferred Stock at a ratio of 1:1.
Sales of Series A Convertible Stock
During the period from August 29, 2025 through September 9, 2025, we issued and sold 188,513 shares of Series A Convertible Preferred Stock in the Series A Convertible Private Offering and received aggregate proceeds of $1,849,060. In connection with the sale of these shares in the Series A Convertible Private Offering, we paid aggregate selling commissions of $79,860 and placement fees of $52,847. As of September 9, 2025, there were 10,086,508 shares of Series A Convertible Preferred Stock outstanding.
Sales of Series 2025 Preferred Stock
During the period from September 2, 2025 through September 9, 2025, we issued and sold 62,761 shares of Series 2025 Preferred Stock in the Series 2025 Private Offering and received aggregate proceeds of $623,700. In connection with the sale of these shares in the Series 2025 Private Offering, we paid selling commissions of $34,422 and aggregate placement fees of $18,146. Additionally, during the same period, we issued and sold 96,591 shares of Series 2025 Preferred Stock in exchange for our Series 2019 Preferred Stock or Series 2023 Preferred Stock, as applicable, in the Exchange Offering and paid aggregate selling commissions of $46,500 and placement fees of $23,013. As of September 9, 2025, there were 9,123,546 shares of our Series 2025 Preferred Stock outstanding.
Cottonwood Communities Inc. published this content on September 10, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 10, 2025 at 18:07 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]