Creative Media & Community Trust Corp 8-K, filed Apr 17, 2025
Creative Media & Community Trust Corp (CMCT)
8-K
2025-04-17
For: 2025-04-14
View Original
Added on
April 05, 2026
About this 8-K
Creative Media & Community Trust Corp filed this 8-K on April 17, 2025, reporting on events of April 14, 2025.
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 5.03: Charter or bylaw amendment, or fiscal year change
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): April 14, 2025
Commission File Number 1-13610
(Exact name of registrant as specified in its charter)
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| None | ||||||||||||||
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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: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Tel Aviv 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 14, 2025, Creative Media & Community Trust Corporation (the “Company”) received approval from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), to transfer the listing of the Company’s common stock, $0.001 par value per share (the “Common Stock”), from the Nasdaq Global Market to the Nasdaq Capital Market. The transfer of listing will be effective as of April 17, 2025. The Common Stock will continue to trade under the symbol “CMCT”.
The Nasdaq Capital Market is a continuous trading market that operates in substantially the same manner as the Nasdaq Global Market. All companies whose securities are listed on the Nasdaq Capital Market must meet certain financial requirements and adhere to Nasdaq’s corporate governance standards.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Company filed two amendments to its charter (each, an “Amendment” and collectively, the “Amendments”) with the State Department of Assessments and Taxation of Maryland, to effectuate a one-for-twenty-five reverse stock split (the “Reverse Stock Split”) of the Common Stock. Pursuant to the first Amendment, effective as of 12:01 am Eastern Standard Time on April 15, 2025 (the “Effective Time”), every twenty-five shares of Common Stock, issued and outstanding immediately prior to the Effective Time will be automatically combined into one issued and outstanding share of common stock, par value $0.025 per share. The second Amendment, effective as of 12:02 am Eastern Standard Time on April 15, 2025, will revert the par value of the Company’s issued and outstanding common stock to $0.001 per share.
The information set forth above does not purport to be complete in scope and is qualified in its entirety by the full text of the Amendments, which are attached to this Current Report on Form 8-K as Exhibits 3.1 and 3.2 and incorporated into this Item 5.03 by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number | Exhibit Description | |||||||
| 3.1* | ||||||||
| 3.2* | ||||||||
| 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 thereunto duly authorized.
| CREATIVE MEDIA & COMMUNITY TRUST CORPORATION | ||||||||||||||
| Dated: April 17, 2025 | By: | /s/ Barry N. Berlin Barry N. Berlin Chief Financial Officer | ||||||||||||
CREATIVE MEDIA & COMMUNITY TRUST CORPORATION
ARTICLES OF AMENDMENT
THIS IS TO CERTIFY THAT:
FIRST: The charter (the “Charter”) of Creative Media & Community Trust Corporation, a Maryland corporation (the “Corporation”), is hereby amended to provide that, immediately upon the Effective Time (as defined below), every 25 shares of common stock, $0.001 par value per share, of the Corporation which were issued and outstanding immediately prior to the Effective Time shall be combined into one issued and outstanding share of common stock, $0.025 par value per share, of the Corporation. Upon the Effective Time, no fractional shares of Common Stock of the Corporation will be or remain issued and each stockholder otherwise entitled to a fractional share shall be entitled to receive in lieu thereof cash in an amount equal to the product of the fraction of a share multiplied by the closing price of the Common Stock as reported by the NASDAQ Stock Market on the date of the Effective Time.
SECOND: The amendment to the Charter as set forth above has been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.
THIRD: There has been no increase in the authorized shares of stock of the Corporation effected by the amendment to the Charter as set forth above.
FOURTH: These Articles of Amendment shall become effective at 12:01 a.m., ET on April 15, 2025 (the “Effective Time”).
FIFTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer on this 11th day of April 2025.
ATTEST: CREATIVE MEDIA & COMMUNITY TRUST
CORPORATION
/s/Barry Berlin By: /s/David Thompson (SEAL)
Name: Barry Berlin Name: David Thompson
Title: Chief Financial Officer Title: Chief Executive Officer
CREATIVE MEDIA & COMMUNITY TRUST CORPORATION
ARTICLES OF AMENDMENT
THIS IS TO CERTIFY THAT:
FIRST: The charter (the “Charter”) of Creative Media & Community Trust Corporation, a Maryland corporation (the “Corporation”), is hereby amended to decrease, immediately upon the Effective Time (as defined below), the par value of the shares of common stock of the Corporation issued and outstanding immediately prior to the filing of these Articles of Amendment from $0.025 per share to $0.001 per share.
SECOND: The amendment to the Charter as set forth above has been duly approved by at least a majority of the entire Board of Directors as required by law. The amendment set forth herein is made without action by the stockholders of the Corporation, pursuant to Section 2-605(a)(2) of the Maryland General Corporation Law.
THIRD: There has been no increase in the authorized shares of stock of the Corporation effected by the amendment to the Charter as set forth above.
FOURTH: These Articles of Amendment shall become effective at 12:02 a.m., ET on April 15, 2025 (the “Effective Time”).
FIFTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Executive Officer and attested to by its Chief Financial Officer on this 11th day of April 2025.
ATTEST: CREATIVE MEDIA & COMMUNITY TRUST
CORPORATION
/s/Barry Berlin By: /s/ David Thompson (SEAL)
Name: Barry Berlin Name: David Thompson
Title: Chief Financial Officer Title: Chief Executive Officer