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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Emerging growth company
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| Item 8.01. | Other Events. |
At the Market Offering
On April 30, 2021, CTO Realty Growth, Inc. (the “Company”) entered into separate equity distribution agreements (the “Equity Distribution Agreements”) with each of BMO Capital Markets Corp., Wells Fargo Securities, LLC, B. Riley Securities, Inc., Robert W. Baird & Co. Incorporated, BTIG, LLC, Janney Montgomery Scott LLC and Truist Securities, Inc. (each, a “sales agent”), pursuant to which the Company may issue and sell from time to time shares of the Company’s common stock, par value $0.01 per share, having an aggregate gross sales price of up to $150,000,000.
Sales of shares of common stock, if any, may be made in transactions that are deemed to be “at the market” offerings, as defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, sales made by means of ordinary brokers’ transactions on the New York Stock Exchange, to or through a market maker at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices based on prevailing market prices.
Each sales agent will be entitled to compensation that will not exceed, but may be lower than, 2.0% of the gross sales price per share for any shares of common stock sold through it from time to time under the applicable Equity Distribution Agreement.
The shares of common stock will be offered and sold pursuant to a prospectus supplement, dated April 30, 2021, and a base prospectus, dated April 19, 2021, relating to the Company’s shelf registration statement on Form S-3 (File No. 333-254970). This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of shares of common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The form of Equity Distribution Agreement is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The summary of the Equity Distribution Agreements set forth above is qualified in its entirety by reference to Exhibit 1.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Exhibit Description | |
| 1.1 | Form of Equity Distribution Agreement | |
| 5.1 | Opinion of Venable LLP | |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| CTO REALTY GROWTH, INC. | ||
| By: | /s/ Matthew M. Partridge | |
| Name: | Matthew M. Partridge | |
| Title: | Senior Vice President, Chief Financial Officer and Treasurer | |
Date: April 30, 2021