Business Context and Reporting Period
This Form 8-K Current Report was filed by Inpoint Commercial Real Estate Income, Inc. on May 3, 2019. The report details unregistered sales of equity securities under Item 3.02. The Company is an emerging growth company incorporated in Maryland.
Key Financial Metrics
- Transaction Date: April 2019
- Shares Sold: 455,273 shares of Class P common stock
- Aggregate Purchase Price: Approximately $12,287,272
- Transaction Price: $25.00 per share (prior to NAV determination)
- Maximum Initial Purchase Price: $27.38 per share (including fees and expenses)
- Cumulative Gross Proceeds: Approximately $216,244,860 from the Private Offering since inception
Material Changes and Offering Details
The filing reports the completion of a specific sale within an ongoing private placement of up to $500 million of Class P Shares to accredited investors, which commenced on October 25, 2016. The offering is conducted pursuant to Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D.
Fee structures vary based on the sale type:
- Standard sales include selling commissions up to 5.0% and dealer manager fees up to 3.0% of the transaction price.
- Certain sales incur no selling commissions but include a 3.0% dealer manager fee.
- Other specific sales incur no selling commissions but include a 1.5% dealer manager fee.
- Affiliated parties may purchase shares at the transaction price with no fees or expenses.
- Volume discounts are available for purchases above certain thresholds through the same dealer.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on future performance, or specific risk factors beyond the standard disclosure that shares are sold to accredited investors for investment purposes only and not for resale. The filing confirms the Company has elected not to use the extended transition period for complying with new or revised financial accounting standards.
Investor Verification Checklist
- Verify the current Net Asset Value (NAV) per Class P Share, as the $25.00 transaction price is subject to adjustment upon NAV determination.
- Confirm the total capital raised to date against the $500 million cap of the Private Offering.
- Review the specific fee structure applicable to the investor's purchase to understand the net cost basis.
- Check for any subsequent filings regarding the determination of NAV or changes in the offering terms.