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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): December 23, 2022

 

NEXPOINT REAL ESTATE FINANCE, INC.

(Exact Name Of Registrant As Specified In Charter)

 

 

300 Crescent Court, Suite 700

Dallas, Texas 75201

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (214) 276-6300

 

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 (see General Instruction A.2. below):

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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 3.02 Unregistered Sales of Equity Securities.

 

OP Unit Redemption

 

At the 2021 annual meeting of NexPoint Real Estate Finance, Inc. (the “Company”), the Company’s stockholders approved the potential issuance of 13,758,905.9 shares of the Company’s common stock to related parties in connection with the redemption of their common partnership units (“OP Units”) of NexPoint Real Estate Finance Operating Partnership, L.P. (the “Operating Partnership”). As previously disclosed, prior to the date of this Current Report on Form 8-K, the Company has redeemed approximately 6,648,737 OP Units for cash and issued 6,648,735 shares of common stock to the redeeming unitholders for approximately the same cash amount.

 

On December 23, 2022, the Company redeemed 2,100,000 Class B OP Units and issued 2,100,000 shares of common stock to the redeeming unitholder in exchange for the redeemed Class B OP Units pursuant to the terms of the Operating Partnership’s limited partnership agreement. No selling commissions or fees were paid in connection with the issuance.

 

The Company issued shares of its common stock in reliance upon the exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

 

 

 

SIGNATURES

 

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.

 

 

Date: December 23, 2022