8-K 1 a19-18305_18k.htm 8-K

 

 

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): September 3, 2019

 

Commission File Number 1-13610

 

CIM COMMERCIAL 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)

 

Former name, former address and former fiscal year, if changed since last report: NONE

 

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:

 

o                               Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                               Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                               Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                               Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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  o

 

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.  o

 

Securities registered or to be 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-L

 

Tel Aviv Stock Exchange

Series L Preferred Stock, $0.001 Par Value

 

CMCTP

 

Nasdaq Global Market

Series L Preferred Stock, $0.001 Par Value

 

CMCTP

 

Tel Aviv Stock Exchange

 

 

 


 

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

CIM Commercial Trust Corporation (the “Company”) filed two amendments to its charter (each an “Amendment” and collectively, the “Amendments”) with the State Department of Assessments and Taxation of Maryland, which effected the Company’s previously announced 1-for-3 reverse stock split of its issued and outstanding common stock.  The first Amendment, which became effective at 12:01 am on September 3, 2019, converted every three shares of the Company’s issued and outstanding common stock, $0.001 par value per share, into one share of the Company’s common stock, $0.003 par value per share. The second Amendment, which became effective at 12:02 am on September 3, 2019, reverted the par value of the Company’s issued and outstanding common stock to $0.001 per share.

 

The information set forth above does not purport to be complete in scope and is qualified in its entirety by the full text of the Amendments, which are attached to this Current Report on Form 8-K as Exhibits 3.1 and 3.2 and incorporated into this Item 5.03 by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit No.

 

Description

 

 

 

3.1

 

CIM Commercial Trust Corporation’s Articles of Amendment (reverse stock split)

 

 

 

3.2

 

CIM Commercial Trust Corporation’s Articles of Amendment (par value decrease)

 

2


 

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.

 

Date: September 6, 2019

 

 

CIM COMMERCIAL TRUST CORPORATION

 

 

 

 

By:

/s/ Nathan D. DeBacker

 

 

Nathan D. DeBacker, Chief Financial Officer

 

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