Current Report Filing (8-k)
August 10 2020 - 8:34AM
Edgar (US Regulatory)
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 10, 2020
Bluerock Residential Growth REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland
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001-36369
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26-3136483
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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1345 Avenue of the Americas, 32nd Floor, New York, NY 10105
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(Address of principal executive offices)
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(212) 843-1601
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(Registrant’s telephone number, including area code)
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712 Fifth Avenue, 9th Floor, New York, NY 10019
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(Former name or former address, if changed since last report)
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Securities registered pursuant to Section
12(b) of the Exchange Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Class A Common Stock, $0.01 par value per share
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BRG
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NYSE American
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8.250% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share
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BRG-PrA
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NYSE American
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7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share
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BRG-PrC
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NYSE American
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7.125% Series D Cumulative Preferred Stock, $0.01 par value per share
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BRG-PrD
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NYSE American
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Securities registered pursuant to Section
12(g) of the Exchange Act:
Title of each class
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Series B Redeemable Preferred Stock, $0.01 par value per share
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Warrants to Purchase Shares of Class A Common Stock, $0.01 par value per share
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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:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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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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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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 Rule12b-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 2.02
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RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
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On August 10, 2020,
Bluerock Residential Growth REIT, Inc., a Maryland corporation, or the Company, issued a press release announcing its financial
results for the second quarter ended June 30, 2020. Additionally, the Company is furnishing certain supplemental financial information,
or the Supplemental Financial Information. Copies of the press release and the Supplemental Financial Information are furnished
as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K and is hereby incorporated by reference herein. In accordance
with General Instruction B.2 of Form 8-K, the information in this Item 2.02 shall not be deemed to be “filed” for purposes
of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and shall not be incorporated by reference into any registration
statement or other document filed under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such filing.
ITEM 7.01
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REGULATION FD DISCLOSURE.
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As disclosed above
in Item 2.02 of this Current Report on Form 8-K, on August 10, 2020, the Company issued the press release and Supplemental Financial
Information attached hereto as Exhibit 99.1 and Exhibit 99.2 announcing the Company’s financial results for the second quarter
ended June 30, 2020 and certain other supplemental financial information. In accordance with General Instruction B.2 of Form 8-K,
the information set forth herein, in the press release is deemed to be “furnished” and shall not be deemed to be “filed”
for purposes of the Exchange Act. The information set forth in this Item 7.01 of this Current Report on Form 8-K shall not be deemed
an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely
to satisfy the requirements of Regulation FD.
ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS.
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(d) Exhibits.
The following exhibits
relating to Items 2.02 and 7.01 of this Current Report on Form 8-K are intended to be furnished to, not filed with, the SEC pursuant
to Regulation FD.
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
hereunto duly authorized.
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BLUEROCK RESIDENTIAL GROWTH REIT, INC.
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Dated: August 10, 2020
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By:
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/s/Christopher J. Vohs
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Christopher J. Vohs
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Chief Financial Officer and Treasurer
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