SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 22, 2020
BROADMARK REALTY CAPITAL INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
|(Commission File Number)||(IRS Employer Identification No.)|
1420 Fifth Avenue, Suite 2000
Seattle, WA 98101
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (206) 971-0800
(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 Securities Act of 1933, as amended:
|Title of each class||Trading Symbols||Name of each exchange on which registered|
|Common stock, par value $0.001 per share||BRMK||New York Stock Exchange|
|Warrants, each exercisable for one fourth (1/4th) share of Common Stock at an exercise price of $2.875 per one fourth (1/4th) share||BRMK WS||NYSE American LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933, as amended, or Rule 12b-2 of the Securities Exchange Act of 1934, as amended.
Emerging growth company x
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 of 1934, as amended. ¨
|Item 7.01||Regulation FD Disclosure.|
Broadmark Private REIT, LLC (the “Private REIT”), a private real estate finance company that primarily participates in short-term, first deed of trust loans secured by real estate that are originated, underwritten and serviced by Broadmark Realty Capital Inc. (the “Company”), has provided a newsletter to investors in the Private REIT for the period ending June 30, 2020 that reports, among other things, that the Private REIT’s assets under management as of June 30, 2020 were approximately $12.4 million. The Private REIT newsletter report is available on the Private REIT’s website at www.broadmarkprivatecapital.com.
Although the Private REIT is expected to participate in many of the loans originated by the Company going forward, the percentage participation may vary by loan. In addition, the Private REIT does not hold participation interests in loans originated by the Company prior to the launch of the Private REIT. As a result, the assets and results of the Private REIT are not representative of the Company.
The information furnished in this Form 8-K shall not be deemed “filed” for 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
This document is not an offer to sell or a solicitation to buy preferred units of the Private REIT or any other securities. Securities of the Private REIT are only offered to qualified purchasers through the Private REIT’s current Confidential Private Placement Memorandum. The Private REIT’s preferred units may not be eligible for sale in some U.S. states or countries, nor are they suitable for all investors.
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.
|BROADMARK REALTY CAPITAL INC.|
|By:||/s/ David Schneider|
|Name: David Schneider|
|Title: Chief Financial Officer|
Date: July 23, 2020