CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain statements in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Words such as “may,” “could,” “should,” “expect,” “intend,” “plan,” “goal,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “variables,” “potential,” “continue,” “expand,” “maintain,” “create,” “strategies,” “likely,” “will,” “would” and variations of these terms and similar expressions indicate forward-looking statements. These forward-looking statements reflect the intent, belief or current expectations of our management based on their knowledge and understanding of the business and industry, the economy and other future conditions. These statements are not factual or guarantees of future performance, and we caution stockholders not to place undue reliance on them. Actual results may differ materially from those expressed or forecasted in forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to risks related to blind pool offerings, best efforts offerings, use of short-term financing, borrower defaults, changing interest rates, the effects of the COVID-19 pandemic, particularly on hospitality and retail properties, including our hotel, and on related mortgage loans and securities, and other risks detailed in the Risk Factors section in our most recent Annual Report on Form 10-K and in subsequent filings on Form 10-Q as filed with the Securities and Exchange Commission and made available on our website. Forward-looking statements reflect our management’s view only as of the date they are made and may ultimately prove to be incorrect. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results except as required by applicable law. We intend for these forward-looking statements to be covered by the applicable safe harbor provisions created by Section 27A of the Securities Act and Section 21E of the Exchange Act.
Temporary Suspension of Primary Offering and Share Repurchase Plan
On September 7, 2021, InPoint Commercial Real Estate Income, Inc. (the “Company”) commenced an underwritten public offering of 2,000,000 shares of its Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), with a liquidation preference of $25.00 per share (the “Preferred Stock Offering”). The Company also intends to grant a 30-day over-allotment option to purchase up to an additional 300,000 shares of the Series A Preferred Stock. In connection with the Preferred Stock Offering, Regulation M under the Exchange Act prohibits the Company from selling its shares of common stock in the primary portion of its initial public offering and repurchasing its shares of common stock through its share repurchase plan during the applicable restricted period.
After careful consideration of the regulatory requirements, the Company’s Board of Directors unanimously approved the temporary suspension of the sale of shares of common stock in the primary portion of the Company’s initial public offering and the operation of the share repurchase plan, each effective at 9:30 a.m., Eastern Time, on Tuesday, September 7, 2021. The primary portion of the Company’s initial public offering and the share repurchase plan will each remain suspended until the day following the last day of the applicable restricted period, as determined by the Company’s management in consultation with the Company’s outside counsel. The Company anticipates that the primary portion of its initial public offering and the share repurchase plan will each resume at 9:30 a.m., Eastern Time, on Wednesday, September 15, 2021.
