Item 1.01. Entry into a Material Definitive Agreement.
On June 6, 2022, Modiv Inc. (the “Company”) and Modiv Operating Partnership, LP, the Company’s operating partnership, entered into an At
Market Issuance Sales Agreement (the “Agreement”) with B. Riley Securities, Inc., Robert W. Baird & Co. Incorporated, BMO Capital Markets Corp., Colliers Securities LLC, EF Hutton, division of Benchmark Investments, LLC, Janney Montgomery Scott
LLC, Ladenburg Thalmann & Co. Inc. and Truist Securities, Inc. (each, a “Sales Agent,” and collectively, the “Sales Agents”), pursuant to which the Company may offer and sell, from time to time through the Sales Agents, shares of its Class C common
stock, $0.001 par value per share (the “Shares”), having an aggregate offering price of up to $50,000,000. Any Shares offered and sold in the offering will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (File No.
333-263985), which was declared effective by the Securities and Exchange Commission (the “SEC”) on June 2, 2022, and a prospectus supplement, dated June 6, 2022, which the Company filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act
of 1933, as amended (the “Securities Act”). Under the Agreement, the Sales Agents may sell Shares by any method permitted by law and deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act.
The offering of Shares pursuant to the Agreement will terminate upon the earlier of (a) the sale of all of the Shares subject to the
Agreement or (b) the termination of the Agreement by the Sales Agents or the Company, as permitted therein.
The Company will pay to the Sales Agents, upon each sale of Shares pursuant to the Agreement, an aggregate amount up to 2.2% of the gross
proceeds from each such sale, unless such Sales Agent acts as principal, and has agreed to provide the Sales Agents with customary indemnification and contribution rights. The Company will also reimburse the Sales Agents for certain specified expenses
in connection with entering into the Agreement.
The Company intends to use the net proceeds raised through any “at-the-market” sales primarily for funding acquisition opportunities, for
other direct or indirect acquisitions of, or investments in, real estate and real estate-related assets, and for general corporate purposes, which may include leasing incentives, tenant improvements, capital expenditures, working capital and repayment
of indebtedness.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a
copy of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference. The legal opinion of the Company’s counsel regarding the validity of the Shares that will be issued pursuant to the Agreement is also filed herewith as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be
any offer, solicitation, or sale of the 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.