8-K 1 p1031928k.htm

 

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) September 27, 2019

 

KORTH DIRECT MORTGAGE INC.

(Exact name of registrant as specified in its charter)

 

Florida 000-1695962 27-0644172

(State or other Jurisdiction
of incorporation)

 Commission File Number (IRS Employer Identification No.)

 

 

2937 SW 27th Avenue, Suite 307, Miami, FL 33133
(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (305) 668-8485

 

n/a
(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 (see General Instruction A.2. below):

 

¨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
n/a n/a n/a

 

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 x

 

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 3.02Unregistered Sales of Equity Securities

 

On September 27, 2019, Korth Direct Mortgage Inc. (the “Company”) sold 200,000 shares of its Series A 6% Cumulative Perpetual Convertible Preferred Stock (the “Series A Preferred Stock”) for $5,000,000, or $25 per share. Each share of Series A Preferred Stock is convertible into five shares of the Company’s common stock. The Company paid selling concessions of 5%.

 

Of the 200,000 shares of Series A Preferred Stock sold by the Company, 100,000 shares sold to an initial purchaser were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Series A Preferred Stock sold to the initial purchaser was resold to “qualified institutional buyers,” as defined in Rule 144A under the Securities Act. The balance of the Series A Preferred Stock was sold in reliance upon the exemptions from registration provided by Regulation D, Rule 506(b), and Section 4(a)(2) of the Securities Act.

 

 

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.

 

Dated: October 2, 2019 KORTH DIRECT MORTGAGE INC.
     
  By:   /s/ Holly C. MacDonald-Korth
    President