American Realty Capital New York City REIT, Inc.
On September 29, 2017, American Realty Capital New York City REIT, Inc. (ARC NYC) announced the preliminary results of shareholder voting on a series of proxy proposals. ARC NYC announced that each of the 11 proxy proposals put forth to shareholders failed to receive the votes required for approval.
ARC NYC announced that it believes the preliminary results as reported by IVS Associates, Inc. (the Election Inspectors) were incorrect in that they failed to give effect to a significant number of votes cast on each of the proposals. ARC NYC has notified the Election Inspectors that they will challenge the preliminary results.
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MVP REIT, Inc. and MVP REIT II, Inc.
On September 27, 2017, both MVP REIT, Inc. (MVP) and MVP REIT II, Inc. (MVP II) held annual meetings in which shareholders, of each respective REIT, approved the merger of MVP into a subsidiary of MVP II. Additionally, MVP shareholders approved a charter amendment to eliminate provisions that provided shareholder rights and protections in roll-up transactions.
Additionally, MVP II shareholders approved proposals which amend and revise MVP II’s charter. Amendments and revisions to the charter include the removal of the majority voting standard for directors, allowing for plurality voting standards consistent with default provisions in the Maryland General Corporation Law; reducing stockholder access to the list of stockholders, and reductions in stockholder inspection rights. MVP II shareholders also approved each of the nominees for the board of directors and approved RSM US LLP as MVP II’s independent registered public accounting firm.
HMS Income Fund, Inc.
On October 3, 2017, HMS Income Fund, Inc. (HMS Income) announced the close of its follow-on public offering of stock effective September 30, 2017. HMS Income raised approximately $172.0 million (including DRIP proceeds of approximately $45.4 million) in the offering. As of June 30, 2017, HMS Income had total assets of approximately $1.1 billion.
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Regulation A Tier II Activity
To the Stars Academy of Arts & Science Inc.
On September 29, 2017, To the Stars Academy of Arts & Science Inc. (Stars Academy), a Delaware corporation, received a notice of qualification from the SEC on the company’s offering of common stock. Stars Academy, a public benefit corporation, was formed in 2017 to develop a research and media platform to assist high talent researchers in discovering new technologies in aerospace sciences and to distribute media related to aerospace research including film, books, music, art and merchandise to consumers. As of December 31, 2017, Stars Academy had approximately $1.1 million in total assets and seven full-time employees.
Social Investment Holdings, Inc.
On September 27, 2017, Social Investment Holdings, Inc. (SIH), a Florida corporation, received a notice of qualification from the SEC on the company’s offering of common stock. SHI was formed in 2017 to help minority communities in the United States, Africa, the Caribbean, and Latin America, invest funds and develop business ownership among indigenous peoples in a socially responsible manner. As of March 31, 2017, SHI had $778,964 in total assets and no full-time employees.
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