UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 28, 2021
ACRES Commercial Realty Corp.
(Exact name of registrant as specified in its charter)
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Maryland |
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1-32733 |
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20-2287134 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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incorporation) |
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865 Merrick Avenue, Suite 200 S |
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Westbury, NY |
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11590 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: 516-535-0015 |
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N/A |
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(Former name or former address, if changed since last report) |
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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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, $0.001 par value |
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ACR |
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New York Stock Exchange |
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8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock |
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ACRPrC |
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New York Stock Exchange |
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7.875% Series D Cumulative Redeemable Preferred Stock |
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ACRPrD |
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New York Stock Exchange |
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 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
ACRES Commercial Realty Corp. (the “Company”) filed an amendment to the Company’s charter to decrease the total number of authorized shares of the Company from 225,000,000 to 141,666,666 shares, consisting of 41,666,666 shares of common stock, $0.001 par value per share (decreased from 125,000,000 shares of common stock) and 100,000,000 shares of preferred stock, $0.001 par value per share. The reduction in authorized shares of common stock is in proportion to the 1-for-3 reverse split that the Company effected in February 2021. The charter amendment became effective on May 28, 2021 upon filing with, and acceptance for record by, the State Department of Assessments and Taxation of Maryland.
The foregoing summary of the Articles of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
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(d) |
Exhibits. |
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Exhibit No. |
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Description |
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3.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
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ACRES COMMERCIAL REALTY CORP. |
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Date: |
June 1, 2021 |
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By: |
/s/ David J. Bryant |
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David J. Bryant |
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Chief Financial Officer |
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Exhibit 3.1
ACRES COMMERCIAL REALTY CORP.
ARTICLES OF AMENDMENT
ACRES Commercial Realty Corp., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: Article V of the charter of the Corporation (the “Charter”) is hereby amended by deleting the first two sentences of Section 5.1 and inserting in lieu thereof the following:
The Corporation has authority to issue 141,666,666 shares of stock, consisting of 41,666,666 shares of Common Stock, $0.001 par value per share ("Common Stock"), and 100,000,000 shares of Preferred Stock, $0.001 par value per share ("Preferred Stock"). The aggregate par value of all authorized shares of stock having par value is $141,666.
SECOND: The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment was 225,000,000 shares of stock, consisting of 125,000,000 shares of common stock, $0.001 par value per share, and 100,000,000 shares of preferred stock, $0.001 par value per share. The aggregate par value of all authorized shares of stock having par value is $225,000.
THIRD: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment is 141,666,666 shares of stock, consisting of 41,666,666 shares of Common Stock, $0.001 par value per share ("Common Stock"), and 100,000,000 shares of Preferred Stock, $0.001 par value per share ("Preferred Stock"). The aggregate par value of all authorized shares of stock having par value is $141,666.
FOURTH: The preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption have not been changed by the foregoing amendment.
FIFTH: The foregoing amendment to the Charter has been duly approved by a majority of the entire Board of Directors of the Corporation as required by the Maryland General Corporation Law (the “MGCL”). Pursuant to Sections 2-105(a)(13) of the MGCL and as permitted by the Charter, the foregoing amendment may be made without stockholder approval.
SIXTH: These Articles of Amendment are effective upon filing with the State Department of Assessments and Taxation of Maryland.
SEVENTH: The undersigned Chief Executive Officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested by its Senior Vice President, Chief Legal Officer and Secretary on this 27th day of May, 2021.
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ATTEST: |
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ACRES COMMERCIAL REALTY CORP. |
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By: |
/s/ Jaclyn Jesberger |
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By: |
/s/ Mark Fogel |
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Name: |
Jaclyn Jesberger |
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Name: |
Mark Fogel |
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Title: |
Senior Vice President, Chief Legal |
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Title: |
Chief Executive Officer and |
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Officer and Secretary |
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President |