Cottonwood Communities Inc.
06/04/2025 | Press release | Distributed by Public on 06/04/2025 12:33
Private Placement (Form 8-K)
Item 3.02 Unregistered Sales of Equity Securities.
Preferred Offering
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 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 June 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 2025 Preferred Stock
During the period from May 27, 2025 through June 3, 2025, we issued and sold 79,340 shares of Series 2025 Preferred Stock in the Series 2025 Private Offering and received aggregate proceeds of $787,500. In connection with the sale of these shares in the Series 2025 Private Offering, we paid selling commissions of $41,700 and aggregate placement fees of $24,019. Additionally, during the same period, we issued and sold 202,970 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 $104,202 and placement fees of $54,657. As of June 3, 2025, there were 7,276,255 shares of our Series 2025 Preferred Stock outstanding.
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