UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
(Address, including zip code, of Principal Executive Offices)
Registrant’s telephone number,
including area code: ( |
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 | ||
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 April 11, 2022, The Necessity Retail REIT, Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement dated April 11, 2022, to its prospectus dated August 6, 2021, included in its automatic shelf registration statement on Form S-3 (File No. 333-258562), relating to the possible resale from time to time by the selling stockholder named therein of an aggregate of 6,450,107 shares of the Company’s Class A common stock, par value $0.01 per share.
An opinion of the Company’s counsel, Venable LLP, regarding the legality of the shares of common stock covered by the prospectus supplement described above is filed as Exhibit 5.1 hereto and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of the state.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No | Description | |
| 5.1 | Opinion of Venable LLP regarding legality of the shares being registered | |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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.
| THE NECESSITY RETAIL REIT, INC. | ||
| Date: April 11, 2022 | By: | /s/ Edward M. Weil, Jr. |
| Name: Edward M. Weil, Jr. | ||
| Title: Chief Executive Officer and President | ||