Form 8-K - Current report

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): October 31, 2023

Commission File Number 1-13610

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION

(Exact name of registrant as specified in its charter)

Maryland

75-6446078

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer
Identification No.)

17950 Preston Road, Suite 600, Dallas, TX 75252

(972) 349-3200

(Address of Principal Executive Offices)

(Registrant's telephone number)

None

(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 Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 Par Value

CMCT

Nasdaq Global Market

Common Stock, $0.001 Par Value

CMCT

Tel Aviv Stock Exchange

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 Rule 12b-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 8.01. Other Events

On September 27, 2023, Creative Media & Community Trust Corporation (“CMCT” or the “Company”) received a letter from Daniel M. Negari. The Company hereby releases the following statement on behalf of its Board of Directors (the “Board”) in response to Mr. Negari’s letter:

The Company filed a Form 8-K on May 5, 2023 in response to Mr. Negari’s initial proposal, dated April 17, 2023, to acquire the Company at $8.88 per share of common stock.

Mr. Negari’s initial proposal acknowledged that he had not procured financing to acquire the Company. If Mr. Negari has since procured the requisite financing, the Board asks that Mr. Negari provide the Company with details of those financing arrangements.

As the Company previously explained in its May 5, 2023 Form 8-K, acquiring CMCT would require paying down almost all of the principal and interest under CMCT’s outstanding debt and redeeming all of CMCT’s preferred stock, in addition to all of CMCT’s outstanding common stock, which would require aggregate funding of over $1 billion in cash.

Affiliates of CIM Group that own in the aggregate 43% of the outstanding shares of CMCT have also advised CMCT that they would not entertain a sale of their shares at or below the Company’s current net asset value per share, which is materially higher than $8.88 per share (the price at which Mr. Negari has proposed to acquire the Company).

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 thereunto duly authorized.

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION

Dated: November 2, 2023

By:

/s/ Barry N. Berlin

Barry N. Berlin

Chief Financial Officer

Cover Page	Oct. 31, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 31, 2023
Entity File Number	1-13610
Entity Registrant Name	CREATIVE MEDIA & COMMUNITY TRUST CORPORATION
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	75-6446078
Entity Address, Address Line One	17950 Preston Road
Entity Address, Address Line Two	Suite 600
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75252
City Area Code	972
Local Phone Number	349-3200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000908311
Amendment Flag	false
Common Stock, $0.001 Par Value \| Nasdaq Global Market
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.001 Par Value
Trading Symbol	CMCT
Security Exchange Name	NASDAQ
Common Stock, $0.001 Par Value \| Tel Aviv Stock Exchange
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $0.001 Par Value
Trading Symbol	CMCT