IPO - Cottonwood Communities, Inc.

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Form Type: S-11/A

Filing Date: 2025-06-27

Corporate Action: Ipo

Type: Update

Accession Number: 000119312525151331

Filing Summary: Cottonwood Communities, Inc. is filing an amendment to its registration statement to offer a maximum of $750,000,000 in shares of common stock, structured as a perpetual life real estate investment trust (REIT). The offering includes three classes of shares: Class T, Class D, and Class I in the primary offering, along with four classes in their distribution reinvestment plan. The stated offering will be based on the net asset value (NAV) of the company, and the prospectus emphasizes that these securities are high-risk investments, with limited liquidity and no guarantees regarding distributions or repurchase of shares. This amendment reflects ongoing updates to registration processes and compliance with the Securities Act of 1933, indicating the continuous offering of securities dependent on market conditions and investor interest. There are additional suitability standards for prospective investors based on state regulations, underscoring the company's intention to ensure that individuals meet necessary financial requirements. This document will go into effect once filed with the SEC and provides a detailed overview of Cottonwood’s operational structure and management team.

Additional details:

Address: 1245 Brickyard Rd., Suite 250 Salt Lake City, Utah 84106


Maximum Offering: 750000000


Investment Structure: best efforts


Reinvestment Plan Amount: 75000000


Investment Minimum Class T D: 2500


Investment Minimum Class I: 1000000


Sales Commission Class T: 0.6182


Sales Commission Class D: 0.2138


Sales Commission Class I: 0.2138


Repurchase Program: not obligated to repurchase


Form Type: 8-K

Filing Date: 2025-06-04

Corporate Action: Ipo

Type: New

Accession Number: 000169295125000157

Filing Summary: Cottonwood Communities, Inc. filed a Form 8-K on June 4, 2025, disclosing an ongoing private placement offering of their Series 2025 Preferred Stock. This offering began on December 9, 2024, and aims to raise up to $150,000,000. Shareholders can purchase the preferred stock at a price of $10.00 per share, with discounts available for specific investors. The offering includes an exchange option for outstanding Series 2019 and Series 2023 Preferred Stock, with a conversion ratio of 1:1 to 1:1.0782 for the Series 2019 and a 1:1 ratio for the Series 2023. Between May 27, 2025, and June 3, 2025, the company sold 79,340 shares, generating proceeds of $787,500, and exchanged 202,970 shares for outstanding preferred stocks. The report noted total commissions and fees associated with these transactions and mentioned that, as of June 3, 2025, 7,276,255 shares of Series 2025 Preferred Stock are outstanding.

Additional details:

Preferred Stock Offering Amount: 150000000


Preferred Stock Purchase Price: 10.00


Shares Sold: 79340


Proceeds Received: 787500


Selling Commissions: 41700


Placement Fees: 24019


Shares Exchanged: 202970


Total Commissions: 104202


Total Placement Fees: 54657


Total Outstanding Series 2025 Shares: 7276255


Form Type: 8-K

Filing Date: 2025-05-07

Corporate Action: Ipo

Type: New

Accession Number: 000169295125000134

Filing Summary: Cottonwood Communities, Inc. filed a Form 8-K to report on its ongoing private placement offering, specifically of its Series 2025 Preferred Stock. The Series 2025 Private Offering, launched on December 9, 2024, aims to raise up to $150,000,000, with the shares priced at $10.00 each, and offers exchanges for outstanding Series 2019 and Series 2023 Preferred Stock at specific ratios. From April 30, 2025, to May 6, 2025, the company issued 58,411 shares of Series 2025 Preferred Stock for cash, raising $579,000, and exchanged 607,529 shares with existing preferred stockholders. Selling commissions and fees associated with these transactions were also disclosed. As of May 6, 2025, there are 6,725,425 shares of Series 2025 Preferred Stock outstanding.

Additional details:

Preferred Stock Offering Max Amount: 150000000


Preferred Stock Price Per Share: 10.00


Shares Issued Cash: 58411


Total Proceeds Cash: 579000


Selling Commissions Cash: 34740


Placement Fees Cash: 17558


Shares Issued Exchange: 607529


Total Selling Commissions Exchange: 336018


Total Placement Fees Exchange: 178814


Outstanding Preferred Stock Shares: 6725425


Form Type: 8-K

Filing Date: 2025-02-06

Corporate Action: Ipo

Type: New

Accession Number: 000169295125000068

Filing Summary: On February 6, 2025, Cottonwood Communities, Inc. reported its current status on its two ongoing private placement offerings of preferred stock. The company is conducting a Series A Convertible Private Offering, initiated on September 19, 2023, and a Series 2025 Private Offering, started on December 9, 2024, both exempt from registration under Rule 506(b) of Regulation D. During the period from January 30, 2025, to February 5, 2025, 176,599 shares of Series A Convertible Preferred Stock were sold, generating proceeds of $1,738,000, with total selling commissions and placement fees amounting to $130,283. As of February 5, 2025, there are 6,481,306 shares outstanding from this series. Additionally, the firm sold 100,500 shares of Series 2025 Preferred Stock within the same period, realizing $1,005,000 in proceeds and incurring $89,948 in selling commissions and fees. Presently, there are 135,500 shares of Series 2025 outstanding.

Additional details:

Preferred Offering Type: Series A Convertible Preferred Stock


Offering Amount Series A: 150,000,000


Max Shares Series A Price: 10.00


Shares Sold Series A: 176,599


Proceeds Series A: 1,738,000


Total Selling Commissions Series A: 80,400


Placement Fees Series A: 49,883


Outstanding Shares Series A: 6,481,306


Preferred Offering Type Series 2025: Series 2025 Preferred Stock


Offering Amount Series 2025: 150,000,000


Max Shares Series 2025 Price: 10.00


Shares Sold Series 2025: 100,500


Proceeds Series 2025: 1,005,000


Total Selling Commissions Series 2025: 60,300


Placement Fees Series 2025: 29,648


Outstanding Shares Series 2025: 135,500


Form Type: 8-K

Filing Date: 2025-01-06

Corporate Action: Ipo

Type: New

Accession Number: 000169295125000002

Filing Summary: On September 19, 2023, Cottonwood Communities, Inc. launched a best-efforts private placement offering, exempt from registration under Rule 506(b) of Regulation D, to raise a maximum of $150,000,000 by offering its Series A Convertible Preferred Stock to accredited investors at a price of $10.00 per share. Between December 27, 2024, and January 5, 2025, the company sold 190,535 shares and raised $1,840,000. They incurred selling commissions of $50,100 and placement fees of $54,150. As of January 5, 2025, there were 5,931,262 shares of Series A Convertible Preferred Stock outstanding.

Additional details:

Preferred Offering Date: 2023-09-19


Maximum Offering Amount: 150000000


Price Per Share: 10.00


Shares Sold: 190535


Aggregate Proceeds: 1840000


Selling Commissions: 50100


Placement Fees: 54150


Shares Outstanding: 5931262


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