8-K

CITY OFFICE REIT, INC.

Date: November 3, 2021

/s/ James Farrar

James Farrar

Chief Executive Officer and Director

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): November 3, 2021 (October 29, 2021)

City Office REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

001-36409

98-1141883

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

666 Burrard Street, Suite 3210,

Vancouver, British Columbia,

V6C 2X8

(Address of principal executive offices)

(Zip Code)

(604) 806-3366

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

☐	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	Ticker Symbols:	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value	CIO	New York Stock Exchange
6.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share	CIO.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 1.01 Entry into a Material Definitive Agreement.

As previously announced, on August 19, 2021, CIO SM Land Holdings, LLC and CIO 9985 Pacific Heights, LLC, subsidiaries of City Office REIT, Inc. (the “Company”), entered into that certain Agreement of Purchase and Sale and Joint Escrow Instructions (the “South PSA”) with a buyer (the “South Buyer”). Pursuant to the terms of the South PSA, CIO SM Land Holdings, LLC, CIO 9985 Pacific Heights, LLC and the South Buyer entered into that First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions, dated October 29, 2021 (the “South PSA Amendment”), whereby the Company and the South Buyer agreed to exercise their option to accelerate the closing date to December 2, 2021.

The preceding description of the South PSA Amendment is qualified in its entirety by reference to the text of the South PSA Amendment, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 1.01.

Item 2.02 Results of Operations and Financial Condition.

The Company issued a press release on November 3, 2021 announcing its financial results for the quarter ended September 30, 2021. A copy of the press release is attached hereto as Exhibit 99.1.

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished pursuant to Item 9.01, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section. Furthermore, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished pursuant to Item 9.01, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

10.1		First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions, dated October 29, 2021, by and among CIO SM Land Holdings, LLC, CIO 9985 Pacific Heights, LLC and South Buyer.

99.1		City Office REIT, Inc. Press Release, dated November 3, 2021.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).