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): April 14, 2023
Safehold Inc.
(Exact name of registrant as specified in its charter)
| Maryland | | 001-15371 | | 95-6881527 |
(State or other jurisdiction
of incorporation) | | (Commission File
Number) | | (IRS Employer
Identification Number) |
| 1114 Avenue of the Americas | |
| 39th Floor | |
| New York, NY | 10036 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 930-9400
N/A
(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 (see General Instruction A.2. below):
| ¨ | 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 |
| Common stock, $0.01 par value | | SAFE | | NYSE |
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. ☐
On April 4, 2023, Safehold Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission (the ‘SEC”) an automatic shelf registration statement on Form S-3ASR (the “Registration Statement”). On April 14, 2023, the Company filed (i) a prospectus supplement covering the resale of up to 5,405,406 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), held by certain selling stockholders and (ii) a prospectus supplement covering the resale of up to 4,248,435 shares of Common Stock held by certain other selling stockholders. The Company is filing this Current Report on Form 8-K to provide legal opinions of its counsel, Venable LLP, regarding the legality of the securities covered by the prospectus supplements described in clause (i) and clause (ii), which opinions are attached here to as Exhibits 5.1 and 5.2, respectively.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit 104 | Cover Page Interactive File (the cover page tags are embedded with the Inline XBRL document) |
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, thereunto duly authorized.
| | | | Safehold Inc. |
| | | | |
| Date: | | April 14, 2023 | By: | /s/ Brett Asnas |
| | | | Brett Asnas |
| | | | Chief Financial Officer |
