false 0001786248 0001786248 2022-12-23 2022-12-23 0001786248 nref:CommonStockCustomMember 2022-12-23 2022-12-23 0001786248 nref:SeriesACumulativeRedeemablePreferredStock850CustomMember 2022-12-23 2022-12-23
 
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): December 23, 2022
 
NEXPOINT REAL ESTATE FINANCE, INC.
(Exact Name Of Registrant As Specified In Charter)
 
Maryland
001-39210
84-2178264
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
300 Crescent Court, Suite 700
Dallas, Texas 75201
(Address of Principal Executive Offices) (Zip Code)
 
Registrant’s telephone number, including area code: (214) 276-6300
 
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 (see General Instruction A.2. below):
 
☐
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:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Common Stock, par value $0.01 per share
  
NREF
  
New York Stock Exchange
8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share
  
NREF-PRA
  
New York 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 3.02 Unregistered Sales of Equity Securities.
 
OP Unit Redemption
 
At the 2021 annual meeting of NexPoint Real Estate Finance, Inc. (the “Company”), the Company’s stockholders approved the potential issuance of 13,758,905.9 shares of the Company’s common stock to related parties in connection with the redemption of their common partnership units (“OP Units”) of NexPoint Real Estate Finance Operating Partnership, L.P. (the “Operating Partnership”). As previously disclosed, prior to the date of this Current Report on Form 8-K, the Company has redeemed approximately 6,648,737 OP Units for cash and issued 6,648,735 shares of common stock to the redeeming unitholders for approximately the same cash amount.
 
On December 23, 2022, the Company redeemed 2,100,000 Class B OP Units and issued 2,100,000 shares of common stock to the redeeming unitholder in exchange for the redeemed Class B OP Units pursuant to the terms of the Operating Partnership’s limited partnership agreement. No selling commissions or fees were paid in connection with the issuance.
 
The Company issued shares of its common stock in reliance upon the exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
 
 
 
 
 
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.
 
 
NEXPOINT REAL ESTATE FINANCE, INC.
  
     
 
/s/ Brian Mitts
  
 
Name: Brian Mitts
  
 
Title:   Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer
  
 
Date: December 23, 2022
 
 
 
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