Item 8.01. Other Events.
On
June 10, 2021, the CIM Commercial Trust Corporation (the “Company”) commenced its previously announced rights
offering pursuant to which the Company will distribute non-transferable subscription rights (“Subscription Rights”) to purchase
shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) to holders of record of Common Stock as
of 4:00 p.m., New York Time, on June 11, 2021 (such time and date, the “Record Date”).
Each
holder of record of Common Stock as of the Record Date will receive one Subscription Right for each share of Common Stock held of record
by such holder as of the Record Date. Each Subscription Right will entitle its holder, subject to certain limitations and conditions,
to purchase one share of Common Stock at a subscription price of $9.25 per share. Holders of Subscription Rights that exercise in full
such basic subscription rights will be entitled, subject to certain limitations and conditions, to over subscribe for additional shares
of Common Stock that remain unsubscribed for in the rights offering as a result of any unexercised basic subscription rights. The exercise
of the Subscription Rights will be subject to proration and the stock ownership limitations set forth in the charter of the Company, in
each case as will be described in the Prospectus (as defined below). The rights offering will expire at 4:00 p.m., New York Time, June 23,
2021, unless extended by the Company. Notwithstanding the foregoing, the Company may decide at any time prior to the Record Date to terminate
the Rights Offering, in which case no Subscription Rights will be distributed to holders of Common Stock. Assuming the rights offering
is fully subscribed, the Company is expected to receive aggregate gross proceeds of approximately $137.3 million.
The
rights offering is being made only by means of the prospectus supplement, dated as of June 10, 2021, and an accompanying base prospectus
that formed a part of the Company’s Registration Statement on Form S-3 (File No. 333-233255), which became effective
on November 27, 2019 (together, the “Prospectus”). The Prospectus is being filed with the Securities and Exchange Commission
(the “SEC”) and will be accessible through the SEC’s website at www.sec.gov, and copies of the Prospectus will be mailed
to all eligible stockholders as of the Record Date. A copy of the Prospectus may also be obtained from the information agent for the rights
offering, D.F. King & Co., Inc., toll free at (800) 967-4607 or by mail at 48 Wall Street, 22nd Floor, New York, New York
10005. Additional information regarding the rights offering will be set forth in the Prospectus.
A copy of the form of certificate that will evidence
the Subscription Rights is attached to this Current Report on Form 8-K as Exhibit 4.1.
Venable
LLP, counsel to the Company, has issued a legal opinion relating to the validity of the shares of Common Stock to be offered in the rights
offering, a copy of which is attached to this Current Report on Form 8-K as Exhibit 5.1.
Sullivan &
Cromwell LLP, counsel to the Company, has issued a legal opinion relating to certain federal income tax consequences of the rights
offering described in the section of the Prospectus Supplement captioned “Material U.S. Federal Income Tax Consequences”,
a copy of which is attached to this Current Report on Form 8-K as Exhibit 8.1.
On
June 10, 2021, the Company issued a press release to announce the commencement of the rights offering, a copy of which is
filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The foregoing descriptions of Exhibits 4.1, 5.1,
8.1 and 99.1 do not purport to be complete and each is qualified in its entirety by reference to the full text of such exhibit.
This Current Report on Form 8-K shall not
constitute an offer to sell or a solicitation of an offer to buy any securities of the Company or any of its subsidiaries, nor shall there
be any offer, solicitation or sale of any securities of the Company or any of its subsidiaries in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful under the securities laws of such state or jurisdiction.
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995 regarding the rights offering, including statements containing the words “will,” “expect,”
and words of similar import. There can be no assurance of the amount of net proceeds that will be
raised by the rights offering or of the date on which the period for exercise of the subscription rights will expire or when the settlement
date will occur. For a further list and description of the risks and uncertainties inherent in forward-looking statements, see
the Annual Report on Form 10-K (as amended) filed by the Company in respect of the fiscal year ended December 31, 2020, and
the Prospectus. Forward-looking statements are not guarantees of performance, results or future events and speak only as of the date such
statements are made. The Company undertakes no obligation to publicly update or release any revisions to its forward-looking statements,
whether to reflect new information, future events, changes in assumptions or circumstances or otherwise, except as required by law.