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
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of incorporation) | Identification No.) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicated 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
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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 3.03. | Material Modification to Rights of Security Holders. |
The information set forth below under Item 5.03 is hereby incorporated by reference into this Item 3.03.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amendment No. 2 to Articles Supplementary for Series H Convertible Preferred Stock
On January 10, 2024, Franklin BSP Realty Trust, Inc. (the “Company”) filed Amendment No. 2 (the “Amendment”) to the Articles Supplementary (the “Series H Articles Supplementary”) relating to the Company’s Series H Convertible Preferred Stock, $0.01 par value per share (the “Series H Preferred Stock”) with the Maryland State Department of Assessments and Taxation, which Amendment became effective upon filing.
The Company’s Board of Directors (the “Board”) and the sole holder of the Series H Preferred Stock approved the Amendment, which was requested by the holder of the Series H Preferred Stock, to extend the mandatory conversion date for the Series H Preferred Stock, which was set to occur on January 19, 2024, to January 21, 2025. In addition, under the Amendment, the holder of the Series H Preferred Stock has the right to convert up to 4,487 shares of Series H Preferred Stock one time in each calendar month through December 2024, upon 10 business days’ advance notice to the Company. No other terms in the Series H Articles Supplementary were amended.
The foregoing description of the Amendment is a summary and is qualified in its entirety by the terms of the Amendment, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On January 8, 2024, the sole stockholder of the Series H Preferred Stock executed and delivered to the Company a written consent approving the Amendment.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 3.1 | Amendment No. 2 to Articles Supplementary of Franklin BSP Realty Trust, Inc., dated January 10, 2024, relating to Series H Convertible Preferred Stock | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Franklin BSP Realty Trust, Inc. | ||
| By: | /s/ Jerome S. Baglien | |
| Name: | Jerome S. Baglien | |
| Title: | Chief Financial Officer, Chief Operating Officer and Treasurer | |
January 12, 2024