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): May 31, 2022 (April 26, 2022)

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:

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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

As previously reported, on June 11, 2021, the Company launched an offering (the “Offering”) of up to 47,000 shares of its Series C Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”) at a price of $1,000 per share, for maximum gross proceeds of $47 million.

The Offering is being conducted on a “best efforts” basis under Regulation A of Section 3(6) of the Securities Act of 1933, as amended (the “Securities Act”), for Tier 2 offerings, pursuant to the Company’s offering statement on Form 1-A, originally filed with the Securities and Exchange Commission (the “SEC”) on January 21, 2021, as amended (the “Offering Statement”), which was qualified by the SEC on June 11, 2021. The Offering will terminate at the earlier of: (1) the date on which the maximum amount of offered shares of Series C Preferred Stock has been sold, (2) the date which is one year after the Offering was qualified by the SEC, subject to an extension of up to an additional one year at the discretion of the Company and the Dealer Manager (as defined below), or (3) the date on which the Offering is earlier terminated by the Company in its sole discretion.

Arete Wealth Management LLC (the “Dealer Manager”) is acting as the Company’s managing broker-dealer for the Offering. The Dealer Manager has made no commitment to purchase all or any part of the shares of Series C Preferred Stock being offered but has agreed to use its best efforts to sell such shares in the Offering. As partial compensation, the Company agreed to pay the Dealer Manager concurrently with each closing of the Offering a selling commission of 4.00% of the gross offering proceeds of such closing and a dealer manager fee of 2.75% of the gross offering proceeds of such closing.

As previously reported, the Company has completed multiple closings of the Offering, pursuant to which the Company sold an aggregate of 10,705.4 shares of Series C Preferred Stock for total gross proceeds of $10,701,840. After deducting the Dealer Manager’s fees, the Company received net proceeds of approximately $9,981,550.

On April 26, 2022, the Company completed an additional closing of the Offering, pursuant to which the Company sold an aggregate of 414 shares of Series C Preferred Stock for total gross proceeds of $414,000. After deducting the Dealer Manager’s fees, the Company received net proceeds of approximately $386,055.

On May 10, 2022, the Company completed an additional closing of the Offering, pursuant to which the Company sold an aggregate of 288 shares of Series C Preferred Stock for total gross proceeds of $288,000. After deducting the Dealer Manager’s fees, the Company received net proceeds of approximately $269,760.

On May 24, 2022, the Company completed an additional closing of the Offering, pursuant to which the Company sold an aggregate of 193.2 shares of Series C Preferred Stock for total gross proceeds of $193,177. After deducting the Dealer Manager’s fees, the Company received net proceeds of approximately $180,138.

Please see the Offering Statement for additional details regarding the Offering, including the terms of the Series C Preferred Stock being offered.

As noted above, the issuances of the Series C Preferred Stock were made in reliance upon an exemption from registration provided under Regulation A of Section 3(6) of the Securities Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 19, 2022, the Board of Directors of the Company terminated Michael Z. Anise’s employment with the Company for cause and removed him from the position of Chief Operating Officer.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 26, 2022, Gvest Real Estate Capital LLC (“Gvest”), an entity controlled by the Company’s Chairman and Chief Executive Officer, consented in writing to remove Michael Z. Anise from the Board of Directors of the Company. As of such date, Gvest held 8,574,282 shares of the Company’s common stock, representing approximately 69% of the Company’s outstanding shares eligible to vote on this matter. The foregoing stockholder consent shall become effective on the 20th day following the filing of a definitive information statement on Schedule 14C with the Securities and Exchange Commission and the mailing of such information statement to the Company’s stockholders, at which time Mr. Anise’s removal from the Board of Directors shall be become effective.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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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