Item 1.01 Entry into
a Material Definitive Agreement.
On February 28, 2023, Plymouth
Industrial REIT, Inc. (the “Company”) and Plymouth Industrial OP, LP, the Company’s operating partnership (the
“Operating Partnership”), entered into a Distribution Agreement (the “Distribution Agreement”) with KeyBanc
Capital Markets Inc., Robert W. Baird & Co. Incorporated, Barclays Capital Inc., Berenberg Capital Markets LLC, BMO Capital
Markets Corp., B. Riley Securities, Inc., Capital One Securities Inc., Colliers Securities LLC, JMP Securities LLC, J.P. Morgan
Securities, LLC, Scotia Capital (USA) Inc. and Wells Fargo Securities, LLC (collectively, the “Agents”) pursuant to
which the Company may issue and sell, from time to time, shares (the “Shares”) of its common stock, par value $0.01 per
share (the “Common Stock”), with aggregate gross proceeds of $200,000,000 through an “at-the-market” equity
offering program under which the Agents will act as sales agents (the “ATM Program”).
The Distribution Agreement will
terminate upon the earliest of (1) the sale of an aggregate of $200,000,000 of Shares pursuant to the Distribution Agreement, (2) the
termination of the Distribution Agreement or (3) February 28, 2026. The Distribution Agreement may be terminated by the Company or the
Agents at any time upon prior written notice. Except as described herein, the terms of the Distribution Agreement as previously disclosed
in the Company’s Current Report on Form 8-K (filed with the Securities and Exchange Commission (the “SEC”) on May 26,
2021) remain the same.
The Shares will be issued pursuant
to the Company’s registration statement on Form S-3 (File No. 333-257006) that was filed with the Securities and Exchange Commission
(the “SEC”) and is effective. A copy of the prospectus included in the registration statement may be obtained on the SEC’s
website at www.sec.gov. The Company filed a prospectus supplement (the “Prospectus Supplement”), dated February 28, 2023,
with the SEC in connection with the offer and sale of the Shares. A copy of the Prospectus Supplement may be obtained on the SEC’s
website at www.sec.gov.
This Current Report on Form 8-K
shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any
offer, solicitation or sale of the securities 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 of the
material terms of the Amendment is qualified in its entirety by reference to the full Amendment, a copy of which is filed as Exhibit 1.1
to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of Venable LLP
relating to the Shares that may be sold pursuant to the Distribution Agreement is filed as Exhibit 5.1 to this Current Report on Form
8-K.
Forward-Looking Statements:
This Current Report on Form 8-K
includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Exchange Act of 1934, as amended. These forward-looking statements include statements about sales of Shares to be made pursuant
to the ATM Program, including the timing of such sales under such ATM Program. Although the Company believes that its plans, intentions
and expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such plans, intentions or
expectations will be achieved. The projected information disclosed herein is based on assumptions and estimates that, while considered
reasonable by the Company as of the date hereof, are inherently subject to significant business, economic, competitive and regulatory
uncertainties and contingencies, many of which are beyond the control of the Company and which could cause actual results and events to
differ materially from those expressed or implied in the forward-looking statements. Other important factors that could affect the outcome
of events set forth in these statements include the risk that the Company may not complete sales of Common Stock under the ATM Program
on favorable terms, or at all, and the important factors described in the Company’s Securities and Exchange Commission filings.
The Company disclaims any obligation to update any forward-looking statements as a result of developments occurring after the date of
this Current Report on Form 8-K except as required by law.