8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

InPoint Commercial Real Estate Income, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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. ☒

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Certain statements in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Words such as “may,” “could,” “should,” “expect,” “intend,” “plan,” “goal,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “variables,” “potential,” “continue,” “expand,” “maintain,” “create,” “strategies,” “likely,” “will,” “would” and variations of these terms and similar expressions indicate forward-looking statements. These forward-looking statements reflect the intent, belief or current expectations of our management based on their knowledge and understanding of the business and industry, the economy and other future conditions. These statements are not factual or guarantees of future performance, and we caution stockholders not to place undue reliance on them. Actual results may differ materially from those expressed or forecasted in forward-looking statements due to a variety of risks, uncertainties and other factors, including but not limited to risks related to blind pool offerings, best efforts offerings, use of short-term financing, borrower defaults, changing interest rates, and other risks detailed in the Risk Factors section in our most recent Annual Report on Form 10-K and in subsequent filings on Form 10-Q as filed with the Securities and Exchange Commission and made available on our website. Forward-looking statements reflect our management’s view only as of the date they are made and may ultimately prove to be incorrect. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results except as required by applicable law. We intend for these forward-looking statements to be covered by the applicable safe harbor provisions created by Section 27A of the Securities Act and Section 21E of the Exchange Act.

Item 7.01 Regulation FD Disclosure.

On October 24, 2024, the board of directors of InPoint Commercial Real Estate Income, Inc. (the “Company”) issued a response to an unsolicited mini-tender offer from West 4 Capital LP, an unaffiliated third party, to purchase up to 375,000 shares of the Company’s Class P common stock at a price of $7.65 per share. For several reasons discussed in the response letter, the Company’s board of directors recommends that stockholders do NOT accept the offer.

The response letter is attached to this Form 8-K as Exhibit 99.1 and incorporated in its entirety into this Item 7.01 and is posted on the Company’s website at https://inland-investments.com/inpoint. The Company will mail a copy of the letter to a stockholder upon request.

The information in this report, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

Item 9.01 Financial Statements and Exhibits.

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.

EX-99.1

Exhibit 99.1

the BOARD UNANIMOUSLY RECOMMENDS

THAT YOU do not sell (TENDER) your shares to WEST 4 CAPITAL

If you are considering selling your shares to West 4 Capital LP, please read all the information below

Dear InPoint Commercial Real Estate Income Stockholder,

I am writing to you on behalf of the board of directors (the “Board”) of InPoint Commercial Real Estate Income, Inc. (“InPoint”) to notify you about an unsolicited third-party mini-tender offer (the “West 4 Offer”) being made for your shares of InPoint Class P common stock by West 4 Capital LP (“West 4”), in what we believe is an opportunistic attempt to purchase your shares. West 4 is offering to purchase up to an aggregate of 375,000 shares of InPoint’s Class P common stock at a low price of $7.65 per share (the “Shares”). This is not an offer from InPoint.

InPoint is required by applicable Securities and Exchange Commission (“SEC”) rules and regulations to inform you of its position, if any, with respect to the West 4 Offer. In evaluating the West 4 Offer, the Board considered, among other things, the following factors:

• The West 4 Offer price of $7.65 per share is approximately 53.6% lower than the InPoint’s most recent estimated net asset values (“NAV”) of Class P common stock of $16.4883 as of September 30, 2024.1
• The West 4 Offer represents an opportunistic attempt by West 4 to purchase the Shares and make a large profit, by buying your shares at a deeply discounted price relative to the most recent NAV thereby depriving you of the potential opportunity to realize the full, long-term value of your investment in InPoint.

After carefully evaluating the West 4 Offer and consulting with InPoint’s management and such advisors as deemed appropriate by the Board, the Board recommenDS THAT YOU DO NOT SELL (tender) YOUR SHARES TO WEST 4.

Please note that stockholders who tender their shares will lose their right to receive any future distributions that are paid after the conclusion of the West 4 Offer. InPoint currently pays distributions at an annual gross distribution rate of $1.25 per common share. While there are no guarantees of future distributions or liquidity and there can be no certainty regarding the long-term value of InPoint’s common stock because the value is dependent on a number of factors, stockholders who tender their shares pursuant to the West 4 Offer would give up their rights to any future distributions after the conclusion of the West 4 Offer as well as their rights to receive any proceeds in the future.

As stated by West 4, the West 4 Offer is being made “for investment purposes and with the intention of making a profit from the ownership of the Shares.” West 4 determined the West 4 Offer price pursuant to its own analysis and states that it has “not made an independent appraisal of the Shares or [InPoint’s] assets in connection with the Offer and is not qualified to appraise real estate.” Hence, West 4 acknowledges that its offer price was established based on West 4’s own analysis and objectives without consideration of your financial objectives.

We urge you to consult your financial advisor and exercise caution with respect to this and other mini-tender offers. The SEC has cautioned investors about these kinds of offers in an investor alert, as they are often made in an attempt to profit at investors’ expense. The SEC noted that these offers “have been increasingly used to catch investors off guard,” and cautioned that investors need to scrutinize these types of offers carefully. To read more about the risks of “mini-tender” offers, please review the alert at www.sec.gov/investor/pubs/minitend.htm.

SEC rules permit third parties, such as West 4, to distribute unsolicited mini-tender offers to stockholders of public companies. However, in order to maintain the confidentiality of our stockholders, InPoint has only provided stockholder mailing information needed to distribute the West 4 Offer materials to a third-party financial printer that is unaffiliated with West 4. Therefore, West 4 will not have access to any additional stockholder information unless the stockholder agrees to accept the tender offer by West 4. None of InPoint’s directors or executive officers intends to tender any shares in the West 4 Offer.

While the Board recommends that you do not sell your shares to West 4, the Board is aware that in light of the current suspension of the share redemption plan that some stockholders may need near-term liquidity. The Board understands that you must make your own independent decision whether to tender or refrain from tendering your shares. We strongly urge you to carefully consider all aspects of the West 4 Offer in light of your own circumstances, including (i) your investment objectives, (ii) your financial circumstances, including your tolerance for risk and need for immediate liquidity that cannot be satisfied by other means, (iii) other financial opportunities available to you, (iv) your own tax position and tax consequences, and (v) other factors you determine are relevant to your decision. You should carefully review all of the West 4 Offer documents sent to you by West 4, as well as InPoint’s publicly available annual, quarterly and other reports filed with the SEC at www.sec.gov, and consult with your own financial, tax and other advisors in evaluating the West 4 Offer before deciding whether to tender your shares.

PLEASE CONSULT WITH YOUR FINANCIAL ADVISOR AND TAX ADVISOR ABOUT THE IMPACT OF A SALE ON YOUR OWN PARTICULAR SITUATION.

If you have any questions or need further information about your options, please feel free to contact our Investor Services team at 866-My-Inland (866-694-6526).

If you do not wish to tender your shares, simply IGNORE the West 4 Offer materials and DO NOT RESPOND.

We appreciate your trust in InPoint and the Board and thank you for your continued support.

Sincerely,

Mitchell A. Sabshon President and Chief Executive Officer

*Please note that due to the potential frequency of these tender offers, and to save unnecessary additional costs to the Company, the Company no longer mails responses to these opportunistic mini-tender offers to you directly. This response can be found in a filing with the SEC at www.sec.gov and on our website at https://inland-investments.com/inpoint.com. You may request a printed copy of this response by calling your financial advisor or our Investor Services team at 866-My-Inland (866-694-6526).

1 For more information on the most recent estimated NAV, including the assumptions, estimates and judgments used to determine the estimated NAV, see InPoint’s Current Report on Form 8-K filed with the SEC on October 15, 2024.

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Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this letter other than historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are predictions and generally can be identified by use of statements that include phrases such as “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “foresee,” “looking ahead,” “is confident,” “should,” “will,” “predicted,” “likely” or other words or phrases of similar import. Similarly, statements that describe or contain information related to matters such as InPoint’s intent, belief or expectation with respect to its financial performance, investment strategy and portfolio, cash flows, growth prospects, valuation estimates, potential listing of shares and public offering or other liquidity options and distribution rates and amounts are forward-looking statements. These forward-looking statements often reflect a number of assumptions and involve known and unknown risks, uncertainties and other factors that could cause InPoint’s actual results to differ materially from those currently anticipated in these forward-looking statements. Certain factors that could cause actual results to differ materially from these forward-looking statements are listed from time to time in InPoint’s SEC reports, including, but not limited to, the risk factors provided in InPoint’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

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