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): March 24, 2021

Modiv Inc.
(Exact name of registrant as specified in its charter)

Maryland
 
000-55776
 
47-4156046
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
of incorporation)
 
File Number)
 
Identification No.)

120 Newport Center Drive
   
Newport Beach, California
 
92660
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (888) 686-6348

None
(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:
◻
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(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
None
 
None
 
None

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. ⌧
Item 8.01.
 
Other Events.

Press Release

On March 24, 2021, Modiv Acquisition Corp., a special purpose acquisition company (“MAC SPAC”) sponsored by Modiv Inc., issued a press release announcing the launch of its initial public offering of 10,000,000 Units, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein solely for purposes of this Item 8.01 disclosure.

Item 9.01.
 
Financial Statements and Exhibits.

(d)          Exhibits

Modiv Acquisition Corp. press release dated March 24, 2021 announcing its filing of a registration statement

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.

 
MODIV INC.
(Registrant)
   
 
By:
/s/ RAYMOND J. PACINI
   
Name:
Raymond J. Pacini
   
Title:
Chief Financial Officer
Date: March 24, 2021
Exhibit 99.1


Modiv Acquisition Corp. (“MAC SPAC”) Announces Filing of Registration Statement

NEWPORT BEACH, CA (March 24, 2021) — Modiv Acquisition Corp. (“MAC SPAC”) today announced the launch of its initial public offering of 10,000,000 Units. MAC SPAC has applied to have its Units approved for listing on the NYSE American under the symbol “MACS.U.” Each Unit will consist of one share of MAC SPAC’s common stock and one redeemable warrant to purchase one-half share of common stock.

MAC SPAC is a newly organized blank-check company formed by Modiv Venture Fund, LLC, a subsidiary of Modiv Inc., for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets. Modiv Inc. is a real estate, fintech and proptech investment manager with a direct-to-consumer platform, having created one of the largest non-listed real estate investment trusts (“REIT”) to be raised via crowdfunding technology. Modiv’s sponsorship of MAC SPAC reflects its continued commitment to innovation and its investor-first focus.

Until MAC SPAC completes its IPO, Modiv is limited by federal securities laws in the information it can discuss regarding its sponsorship of MAC SPAC.

Chardan Capital Markets LLC (“Chardan”) is serving as the underwriter for the offering. MAC SPAC intends to grant the underwriter a 45-day option to purchase up to an additional 1,500,000 Units at the initial public offering price, less the underwriting discount, to cover over-allotments, if any.

The offering is being made only by means of a prospectus. Copies of the prospectus relating to this offering, when available, may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus, when available, may be obtained from Chardan via mail at 17 State Street, Suite 2100, New York, New York 10004 or by email at prospectus@chardan.com.

A registration statement on Form S-1, including a prospectus, which is preliminary and subject to completion, relating to these securities, has been filed with the Securities and Exchange Commission (“SEC”) but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release will not constitute an offer to sell or a solicitation of an offer to buy these securities, nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Cautionary Note Concerning Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of MAC SPAC, including those set forth in the Risk Factors section of MAC SPAC’s registration statement on Form S-1 and preliminary prospectus for MAC SPAC’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. MAC SPAC undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Media Contact
Alex J. Stockham | Senior Vice President
RUBENSTEIN
astockham@rubenstein.com