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): February 11, 2022

Modiv Inc.
(Exact name of registrant as specified in its charter)

Maryland
 
001-40814
 
47-4156046
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 

120 Newport Center Drive
Newport Beach, California
 
92660
 
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (888) 686-6348

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Class C Common Stock, $0.001 par value per share
 
MDV
 
New York Stock Exchange
7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share
 
MDV.PRA
 
New York Stock Exchange

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 7.01
Regulation FD Disclosure.

Message to Stockholders and FAQs

On February 11, 2022, Modiv Inc. (the “Company”) sent a message to its stockholders, a copy of which is attached hereto as Exhibit 99.1, announcing that the Company has completed the listing of shares of the Company’s Class C common stock, $0.001 par value per share (the “Class C Common Stock”), on the New York Stock Exchange (the “NYSE”) under the ticker symbol “MDV”, and also providing an update on real estate activity since November of 2021. Also, on February 11, 2022, the Company sent responses to frequently asked questions to its stockholders regarding the listing of the Class C Common Stock on the NYSE and the engagement of Computershare Trust Company, N.A., as the transfer agent and registrar for Modiv’s Class C Common Stock, a copy of which is attached hereto as Exhibit 99.2.

The information set forth in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 and Exhibit 99.2 are deemed to be “furnished” and shall not be deemed to be “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. The information set forth in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
Description
 
 
Modiv Inc. Message to Stockholders dated February 11, 2022
Modiv Inc. FAQs dated February 11, 2022
104
Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
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 hereunto duly authorized.

 
MODIV INC.
(Registrant)
 
 
 
By:
/s/ RAYMOND J. PACINI
 
 
Name:
Raymond J. Pacini
 
 
Title:
Chief Financial Officer

Date: February 11, 2022


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