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) May 13, 2020
KORTH DIRECT MORTGAGE INC.
(Exact name of registrant as specified in its charter)
| Florida | 000-1695962 | 27-0644172 |
| (State or other Jurisdiction | Commission File Number | (IRS Employer Identification No.) |
| of incorporation) |
| 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 1.01 | Entry into a Material Definitive Agreement |
On May 13, 2020, Korth Direct Mortgage Inc. (the “Company”) entered into a subscription agreement (the “Subscription Agreement”) with J.W. Korth & Company Limited Partnership (“J.W. Korth”), an S.E.C. registered broker-dealer and investment advisor, for the purchase of a $250,000 preferred capital interest in J.W. Korth. Pursuant to the Subscription Agreement the Company has a liquidation preference, pari passu with other holders of preferred interests, in J.W. Korth. The Company’s preferred interest can be redeemed by J.W. Korth at the book value of the interest at the date of redemption.
As set forth in the Subscription Agreement, the Company subscribed for a preferred interest in J.W. Korth to support J.W. Korth’s net capital position. J.W. Korth underwrites the sale of the Company’s mortgage secured notes, the proceeds of which are used by the Company to fund its commercial mortgage loan business. The Subscription Agreement states that Company and J.W. Korth anticipate the purchase by the Company of J.W. Korth.
Both the Company and J.W. Korth are controlled by James W. Korth and his daughter, Holly MacDonald Korth. Mr. Korth owns a controlling interest in J.W Korth and is its Managing Partner. Holly MacDonald Korth is Managing Director and Chief Financial Officer of J.W. Korth. Mr. Korth is Chairman and Chief Executive Officer of the Company. Holly MacDonald Korth is President and Chief Financial Officer of the Company.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit | Description |
| 10.3 | Subscription Agreement with J.W. Korth & Company Limited Partnership dated May 13, 2020 |
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: May 19, 2020 | KORTH DIRECT MORTGAGE INC. | |
| By: | /s/ Holly C. MacDonald-Korth | |
| Holly C. MacDonald-Korth, President | ||
Exhibit 10.3
J W KORTH & COMPANY
J. W. KORTH & COMPANY LIMITED PARTNERSHIP
SUBSCRIPTION AGREEMENT FOR
LIMITED PARTNER CAPITAL ACCOUNT
| X | Initial Subscription | Account No: |
| Additional Investment | 2017-01 |
1. CAPITAL CONTRIBUTION
I want to contribute $ 250,000 to a Capital Account with J. W. Korth & Company Limited Partnership to be applied toward the purchase of a: (check one)
| Common Capital Interest | |
| X | Preferred Capital Interest in the Company |
Form of payment: (check one) ___check ____money order ____wire __x__ other1
MAKE CHECKS PAYABLE TO: J. W. Korth & Company
MAIL TO: J. W. Korth & Company, 2937 SW 27th Avenue, Ste 307, Miami, FL 33133
| 2. | INVESTOR INFORMATION |
(Use name of trust and address of the trustee, custodian, or administration where applicable.) Please Print.
| Name(s): Korth Direct Mortgage Inc. | Tax ID: 27-0644172 |
| Address: 2937 SW 27th Avenue | Mailing Address: |
| Phone: 786 693 8651 | Email: jwkorth@jwkorth.com |
| 3. | TYPE OF REGISTRATION |
See instructions for registration requirements
| Individual Ownership | Partnership Ownership | ||
| Joint Tenants with Right of Survivorship | |||
| Community Property | FOR TRUST: | ||
| Tenants in Common | Trust | ||
| Tenants in Entirety | Date Established | ||
| X | Corporate Ownership | Name of Trustee or Administrator: | |
____________________________
__________________________
1 Internal transfer between KDM account and JW Korth & Company Account at RBC
J W KORTH & COMPANY
| 4. | CAPITAL COMMITMENT: EFFECTIVE DATE OF VOLUNTARY WITHDRAWAL |
Pursuant to ARTICLE XIII of the Partnership Agreement, the undersigned subscriber hereby commits his/its above referenced Capital Contribution to the Partnership, and allocation of certain Profits and Losses to the Capital Account, for a minimum term of 1 year, or until the 13 day of May, 2021.
| 5. | REDEMPTION VALUE FOR PREFERRED CAPITAL ACCOUNTS |
Pursuant to section 10.3.1 of the Partnership Agreement, the undersigned Subscriber hereby stipulates and agrees that any redemption of Preferred Capital committed hereby during the term of this Agreement, pursuant to the Redemption Rights granted by operation of Section 10.2, shall be valued at a multiple of one times the book value of the Capital Account No. 2017-01 on the date the Notice of Redemption is delivered to the Redeemed Partner.
| 6. | SPECIAL TERMS |
Purpose of the Agreement: This Capital Contribution is made this day to support the net capital position of J. W. Korth & Company as consideration for all its development and underwriting efforts in behalf of Korth Direct Mortgage Inc and in anticipation of completion of the pending purchase of J. W. Korth & Company Limited Partnership by Korth Direct Mortgage Inc.
Status of Account: With respect to any winding up or liquidation of J W Korth & Company, this Preferred Capital Account No. 2017-01 will be senior to the Common Capital Accounts and parri pasu with all other Preferred Capital Accounts in accordance with the Terms of the Limited Partnership Agreement of J W Korth & Company.
Statements and Reporting: Audited Financial Statements of J W Korth & Company will be emailed annually. Quarterly FOCUS reports are available upon request. Trading reports and profit and loss statements will be provided monthly. Statements for account 76399831 will be available monthly.
| 7. | NOTICES |
Any notice to Korth Direct Mortgage Inc. shall be sent to the email above or any subsequent email address specified for notices and provided to JW Korth & Company by email. Notices to JW Korth & Company should be sent to hkorth@jwkorth.com and jwkorth@jwkorth.com.
J W KORTH & COMPANY
| 8. | AUTHORIZATIONS AND SUBSCRIPTIONS |
This will evidence the agreement of the subscriber identified on the previous page (the "Subscriber") to become a Limited Partner of J. W. Korth & Company Limited Partnership, a Michigan Limited Partnership (the "Partnership") through an investment into a capital account (the "Capital Accounts") in the Partnership under the terms of the offering contained in the Limited Partnership Agreement dated February 20, 1990, receipt of a copy of which is hereby acknowledged and to contribute to the capital of the Partnership, in the amount, as set forth on the previous pages hereof (the "Capital Contribution") in accordance with the terms of the Partnership Agreement included in the Partnership Agreement.
The subscriber hereby irrevocably constitutes and appoints the General and Managing Partners, each with full power of substitution, as his true and lawful attorney to execute, acknowledge, swear to, and file in his name, place, and stead the certificate of Limited Partnership, the Partnership Agreement and/or any Amendment necessary to reflect the Subscriber's admission as a Limited Partner having a Capital Contribution in the amount set forth on the previous pages hereof. The power of attorney hereby granted is irrevocable and shall be deemed to be coupled with an interest and it shall survive the Subscriber's death, disability, dissolution, or termination.
The subscription Agreement is irrevocable, but is subject to all the terms and provisions of the Limited Partnership Agreement. This Subscription is subject to acceptance on behalf of the Partnership by the General Partner.
Any disparity between language or terms used in this Subscription Agreement and those in the Partnership Agreement shall be resolved in favor of the Partnership Agreement, and all parties shall be bound thereby.
| 9. | SIGNATURE |
The undersigned has the authority to enter into this subscription agreement on behalf of the person(s) or entity registered above. I (We) certify under penalty of perjury that this is my (our) correct Social Security Number (or Tax Identification Number) and that the interest on this account should be reported on this number; I have read and understood the statements on the following page hereof.
| Signature: | /w/James W. Korth | Date: | 5-13-2020 | ||
| Name: | James W. Korth | Its: | CEO |
The foregoing subscription accepted this 13 day of May, 2020.
| J.W. KORTH & COMPANY | |
| /s/ James W. Korth | |
| James W. Korth, Managing Partner |