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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| Item 3.02. | Unregistered Sales of Equity Securities. |
On January 8, 2024, BGO Industrial Real Estate Income Trust, Inc. (the “Company”) sold 125 shares of its 12.0% Series A Cumulative Non-Voting Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), at a purchase price of $1,000 per share, for aggregate gross proceeds of $125,000. Commissions of $5,500 were paid in connection with the offering of the Series A Preferred Stock.
The offering of the Series A Preferred Stock was effected by the Company for the purpose of having at least 100 stockholders to satisfy one of the qualifications the Company must meet in order to qualify as a real estate investment trust under the Internal Revenue Code of 1986, as amended.
The offers and sales of the Series A Preferred Stock were exempt from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a)(2) and Regulation D promulgated thereunder.
| Item 8.01. | Other Events. |
In connection with the offering of the Series A Preferred Stock, the Company adopted the Articles Supplementary to its Articles of Amendment and Restatement (the “Articles Supplementary”), which became effective on January 5, 2024, upon filing with the Maryland State Department of Assessments and Taxation. The Articles Supplementary set forth the rights, preferences and privileges of the Series A Preferred Stock.
Holders of the Series A Preferred Stock are entitled to a cumulative preferred dividend, payable semiannually, in an amount equal to 12.0% per annum of the $1,000 purchase price per share, plus any accrued and unpaid dividends. In the event of any dissolution, liquidation or winding up of the Company, the holders of Series A Preferred Stock will be entitled to receive pro rata in cash out of the assets of the Company legally available therefor, before any distributions of the assets may be made to the holders of shares of the Company’s common stock, an amount per share of Series A Preferred Stock equal to the $1,000 initial purchase price plus, any accrued and unpaid dividends thereon and, if applicable, a redemption premium as described below.
The Series A Preferred Stock is redeemable by the Company at any time. The redemption price for the Series A Preferred Stock is equal to the initial purchase price of $1,000 per share, plus any accrued and unpaid dividends and, if such redemption occurs on or prior to January 8, 2026, a $100 per share redemption premium.
Holders of the Series A Preferred Stock are not entitled to vote on any matter submitted to the Company’s stockholders for a vote except that the consent of a majority of the outstanding shares of Series A Preferred Stock, voting as a separate class, is required for (a) authorization or issuance of any equity security senior to or on parity with the Series A Preferred Stock, (b) reclassification of the Series A Preferred Stock, or (c) any amendments to the Company’s charter that would materially and adversely affects the right, preference, privilege or voting power of the Series A Preferred Stock.
SIGNATURES
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.
| BGO Industrial Real Estate Income Trust, Inc. | ||
| Date: January 11, 2024 | ||
| By: | /s/ Michael Glimcher | |
| Name: | Michael Glimcher | |
| Title: | Chief Executive Officer and President | |