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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 3, 2023
Commission File Number 1-13610
CREATIVE MEDIA & COMMUNITY TRUST CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Maryland | 75-6446078 |
(State or Other Jurisdiction of
Incorporation or Organization) | (I.R.S. Employer
Identification No.) |
17950 Preston Road, Suite 600, Dallas, TX 75252 | (972) 349-3200 |
| (Address of Principal Executive Offices) | (Registrant's telephone number) |
| None |
| (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))
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| Securities Registered Pursuant to Section 12(b) of the Act: |
| | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.001 Par Value | | CMCT | | Nasdaq Global Market |
| Common Stock, $0.001 Par Value | | CMCT | | Tel Aviv Stock Exchange |
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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 17, 2023, Creative Media & Community Trust Corporation (“CMCT”) received a letter from Daniel M. Negari. Among other things, Mr. Negari indicated that he is interested in acquiring CMCT at $8.88 per common share.
On May 3, 2023, CMCT’s Board of Directors (the “Board”) unanimously determined that the $8.88 per share price proposed by Mr. Negari is not in the best interests of CMCT or its shareholders and, as Mr. Negari effectively acknowledged in his letter, substantially undervalues CMCT. The Board also determined that Mr. Negari’s proposal is not credible given that he does not have committed financing to pay either his proposed purchase price to holders of our common shares or CMCT’s obligations with respect to its debt and preferred stock that would become payable and redeemable, as the case may be, upon completion of a transaction. CMCT remains focused on executing its business plan to create value for its shareholders in the long term.
SIGNATURE
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 thereunto duly authorized.
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| | | CREATIVE MEDIA & COMMUNITY TRUST CORPORATION |
| Dated: May 5, 2023 | | By: | | /s/ David Thompson David Thompson Chief Executive Officer |