Business Context and Reporting Period
This Form 8-K Current Report was filed by Inpoint Commercial Real Estate Income, Inc. on April 3, 2018. The report details unregistered sales of equity securities under Item 3.02, specifically regarding a private placement of Class P common stock to accredited investors.
Key Financial Metrics
- Recent Transaction: In March 2018, the Company sold approximately 259,359 Class P shares.
- Recent Proceeds: The aggregate purchase price for the March 2018 sale was approximately $7,044,699.
- Cumulative Proceeds: As of the filing date, total gross proceeds from the Offering were approximately $67,073,991.
- Total Shares Sold: Approximately 2,497,654 Class P shares have been sold to date.
- Pricing Structure: The transaction price is $25.00 per share. The maximum total initial purchase price is $27.38 per share, inclusive of selling commissions (up to 5.0%), dealer manager fees (up to 3.0%), and offering expenses.
Material Changes
The filing reports an increase in capital raised through the ongoing private placement that commenced on October 25, 2016. The March 2018 transaction represents the most recent tranche of sales within this $500 million offering target. No other material changes to operations or financial status are disclosed in this specific report.
Outlook, Risks, and Commentary
- Offering Status: The Company is conducting the Offering pursuant to Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D.
- Investor Restrictions: All purchasers represented they are accredited investors acquiring shares for investment purposes only, not for resale.
- Fee Structure Variations: The Company notes variations in fees, including scenarios where no selling commissions are paid but dealer manager fees range from 1.5% to 3.0%. Affiliated parties may purchase shares at the transaction price without fees or expenses.
- Volume Discounts: Discounts are available for purchases above certain thresholds through the same participating dealer.
Investor Verification Checklist
- Verify the current total capital raised against the $500 million target for the Class P Offering.
- Confirm the net asset value (NAV) per Class P Share, as the $25.00 transaction price applies prior to the determination of NAV.
- Review the specific fee reallowances and volume discounts applicable to the investor's specific purchase agreement.
- Check for any subsequent filings regarding the completion or termination of the private placement.