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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): September 16, 2021

 

 

 

BROADMARK REALTY CAPITAL INC.

(Exact name of registrant as specified in its charter)

 

 Maryland

 001-39134

 84-2620891

(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

1420 Fifth Avenue, Suite 2000

Seattle, WA 98101

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (206) 971-0800

 

Not Applicable

(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 Securities Act of 1933, as amended:

 

Title of each class     Trading Symbols     Name of each exchange on which registered
Common stock, par value $0.001 per share     BRMK     New York Stock Exchange
Warrants, each exercisable for one fourth (1/4th) share of Common Stock at an exercise price of $2.875 per one fourth (1/4th) share     BRMK WS     NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933, as amended, or Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

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 of 1934, as amended. ¨

 

 

 

 

 

  

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 16, 2021, Joseph L. Schocken notified the Company of his resignation as Chairman of the Board of Directors and a director of Broadmark Realty Capital Inc. (the “Company”), effective November 14, 2021. Mr. Schocken’s resignation is not as a result of a disagreement with the Company. The Board has appointed Jeffrey B. Pyatt, the Company’s President and Chief Executive Officer, as Chairman of the Board effective as of November 14, 2021. Mr. Schocken will become the Company’s honorary Chairman Emeritus upon his retirement from the Board but will no longer vote on business coming before the Board.

 

Item 7.01 Regulation FD Disclosure.

 

On September 20, 2021, the Company issued the press released attached hereto as Exhibit 99.1. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated in this Item 7.01 by reference.

 

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number Description
   
99.1 Press release dated On September 20, 2021
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document contained in Exhibit 101)   

  

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BROADMARK REALTY CAPITAL INC.  
     
  By: /s/ Nevin Boparai  
    Name: Nevin Boparai  
    Title: Executive Vice President and Chief Legal Officer  
       

Date: September 20, 2021

 

 

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