UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act: None
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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 3.02. | Unregistered Sales of Equity Securities. |
On January 14, 2025, pursuant to existing commitments to purchase Class P shares of common stock (“Class P shares”), Cohen & Steers Income Opportunities REIT, Inc. (the “Company”) issued 1,470,152 Class P shares of its common stock at a price of $11.03 per share to accredited investors and Cohen & Steers Capital Management, Inc., the Company’s external advisor (the “Advisor”), in a private placement for an aggregate purchase price of $16,217,840. Approximately 50% of such shares were issued to the Advisor as part of the Advisor’s commitment to invest an aggregate of $125 million in the Company’s shares of common stock. The offer and sale of these shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and Regulation D promulgated thereunder.
| Item 7.01. | Regulation FD Disclosure. |
On January 21, 2025, the Company issued a press release regarding the acquisition of an open-air shopping center in Orlando, Florida. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated January 21, 2025 | |
| 104 | Cover Page Interactive Data File (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.
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COHEN & STEERS INCOME OPPORTUNITIES REIT, INC. | |||||
| Date: January 21, 2025 | ||||||
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By: | /s/ Arjun Mahalingam | ||||
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Name: | Arjun Mahalingam | ||||
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Title: | Chief Financial Officer & Treasurer | ||||