UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
At-the-Market Offering Program
On August 23, 2024, CTO Realty Growth, Inc. (the “Company”) entered into separate equity distribution agreements (collectively, the “Equity Distribution Agreements”) with each of BMO Capital Markets Corp., B. Riley Securities, Inc., Robert W. Baird & Co. Incorporated, Janney Montgomery Scott LLC, Jefferies LLC, JonesTrading Institutional Services LLC, Raymond James & Associates, Inc. and Truist Securities, Inc. (each, a “sales agent” and, collectively, the “sales agents”), pursuant to which the Company may issue and sell from time to time shares of the Company’s 6.375% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, with a liquidation preference of $25.00 per share, having an aggregate gross sales price of up to $24,500,000 (the “Shares”).
Sales of Shares, if any, may be made in transactions that are deemed to be “at the market” offerings, as defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, sales made by means of ordinary brokers’ transactions on the New York Stock Exchange, to or through a market maker at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices based on prevailing market prices.
Each sales agent will receive from the Company a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of all Shares sold through it as sales agent under the applicable Equity Distribution Agreement.
The Shares will be offered and sold pursuant to a prospectus supplement, dated August 23, 2024, and a base prospectus, dated October 26, 2022, relating to the Company’s shelf registration statement on Form S-3 (File No. 333-267819). This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The foregoing description in this Item 8.01 is qualified in its entirety by reference to the full text of the Equity Distribution Agreements, the form of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 8.01 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Exhibit Description | |
| 1.1 | Form of Equity Distribution Agreement | |
| 5.1 | Opinion of Venable LLP | |
| 8.1 | Tax opinion of Vinson & Elkins L.L.P. as to certain U.S. federal income tax matters | |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1) | |
| 23.2 | Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1) | |
| 104 | Cover Page Interactive Data File (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.
| CTO REALTY GROWTH, INC. | ||
| By: | /s/ John P. Albright | |
| Name: | John P. Albright | |
| Title: | President and Chief Executive Officer | |
Date: August 23, 2024