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): August 5, 2020
INPOINT COMMERCIAL REAL ESTATE INCOME, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland (State or other jurisdiction | 000-55782 (Commission File | 32-0506267 (I.R.S. Employer |
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2901 Butterfield Road Oak Brook, Illinois |
| 60523 |
(Address of principal executive offices) |
| (Zip Code) |
(800) 826-8228
(Registrant’s telephone number, including area code)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a‑12 under the Exchange Act |
| ☐ | Pre‑commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act |
| ☐ | Pre‑commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act |
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☑
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 those 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.
Item 7.01. Regulation FD Disclosure.
Furnished as Exhibit 99.1 to this Current Report on Form 8-K is a letter from InPoint Commercial Real Estate Income, Inc. (“we” or the “Company”) to the Company’s stockholders, and the information contained in Exhibit 99.1 is incorporated into this Item 7.01 disclosure by reference.
The information furnished under Item 7.01 of this Current Report, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filings made by the Company pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
Distribution to Stockholders of Record as of July 31, 2020
The Board of Directors of the Company has authorized a distribution for each class of its common stock in the amount per share set forth below:
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| Gross Distribution |
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| Stockholder Servicing Fee |
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| Net Distribution |
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Class A Common Stock |
| $ | 0.0715 |
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| N/A |
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| $ | 0.0715 |
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Class D Common Stock |
| $ | 0.0715 |
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| $ | 0.0045 |
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| $ | 0.0670 |
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Class I Common Stock |
| $ | 0.0715 |
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| N/A |
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| $ | 0.0715 |
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Class P Common Stock |
| $ | 0.0715 |
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| N/A |
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| $ | 0.0715 |
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Class T Common Stock |
| $ | 0.0715 |
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| $ | 0.0155 |
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| $ | 0.0560 |
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The net distributions for each class of common stock (which represents the gross distributions less stockholder servicing fees for the applicable class of common stock) are payable to stockholders of record as of the close of business on July 31, 2020 and will be paid on or about August 18, 2020.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 InPoint Commercial Real Estate Income, Inc. Letter to Stockholders
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INPOINT COMMERCIAL REAL ESTATE INCOME, INC. | ||
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Date: | August 5, 2020 | By: | /s/ Catherine L. Lynch |
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| Catherine L. Lynch | |
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| Chief Financial Officer | |