Maryland | | | 47-4156046 |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification Number) |
Large Accelerated Filer | | | ☐ | | | Accelerated Filer | | | ☐ |
Non-Accelerated Filer | | | ☒ | | | Smaller Reporting Company | | | ☒ |
| | | | Emerging Growth Company | | | ☐ |
| | Hurdles | |||||||
| | AUM ($ in billions) | | | AFFO Per Share ($) | | | Class M Conversion Ratio | |
Initial Conversion Ratio | | | | | | | 1:1.6667 | ||
Fiscal Year 2021 | | | 0.860 | | | 1.77 | | | 1:1.9167 |
Fiscal Year 2022 | | | 1.175 | | | 1.95 | | | 1:2.5000 |
Fiscal Year 2023 | | | 1.551 | | | 2.10 | | | 1:3.0000 |
Item 16. | Exhibits. |
Number | | | Description |
1.1* | | | Form of Underwriting Agreement |
| | Agreement and Plan of Merger dated as of September 19, 2019, by and among RW Holdings NNN REIT, Inc., Rich Uncles NNN REIT Operating Partnership, LP, Rich Uncles Real Estate Investment Trust I and Katana Merger Sub (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K (File No. 000-55776) filed with the Securities and Exchange Commission on September 20, 2019) | |
| | Contribution Agreement dated as of September 19, 2019 by and among Rich Uncles NNN Operating Partnership, LP, RW Holdings NNN REIT, Inc., BrixInvest, LLC and Daisho OP Holdings, LLC (incorporated by reference to Exhibit 2.2 to our Current Report on Form 8-K (File No. 000-55776) filed with the Securities and Exchange Commission on September 20, 2019) | |
| | Articles of Amendment and Restatement of Modiv Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K (File No. 000-55776) filed with the Securities and Exchange Commission on July 8, 2021) | |
| | Amended and Restated Bylaws of Modiv Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K (File No. 000-55776) filed with the Securities and Exchange Commission on August 2, 2021) | |
| | Articles Supplementary designating 7.375% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001 par value per share (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K (File No. 001-40814) filed with the Securities and Exchange Commission on September 17, 2021) | |
| | Second Amended and Restated Distribution Reinvestment Plan (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K (File No. 001-40814) filed with the Securities and Exchange Commission on February 15, 2022) | |
4.2* | | | Form of Warrant |
4.3* | | | Form of Warrant Agreement |
4.4* | | | Form of Right Certificate |
4.5* | | | Form of Rights Agreement |
4.6* | | | Form of Unit Agreement |
4.7* | | | Form of Unit Certificate |
| | Opinion of Venable LLP | |
| | Tax opinion of Morris, Manning & Martin, LLP | |
| | Consent of Baker Tilly US, LLP | |
| | Consent of Venable LLP (included in Exhibit 5.1) | |
| | Consent of Morris, Manning & Martin, LLP (included in Exhibit 8.1) | |
| | Power of Attorney (included on the signature page to the initial filing of this Registration Statement) | |
| | Filing fee table |
* | To be filed by amendment or incorporated by reference in connection with the offering of a particular class or series of securities |
** | Filed herewith |
| | MODIV INC. | ||||
| | | | |||
| | By: | | | /s/ Aaron S. Halfacre | |
| | | | Aaron S. Halfacre | ||
| | | | Chief Executive Officer, President and Director (Principal Executive Officer) |
Signature | | | Title | | | Date |
| | | | |||
/s/ Aaron S. Halfacre | | | Chief Executive Officer, President and Director (Principal Executive Officer) | | | |
Aaron S. Halfacre | | |||||
| | | | |||
/s/ Raymond J. Pacini | | | Executive Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial Officer) | | | |
Raymond J. Pacini | | |||||
| | | | |||
/s/ Sandra G. Sciutto | | | Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | |
Sandra G. Sciutto | | |||||
| | | | |||
| | Non-Executive Chairman of the Board and Director | | | ||
Adam S. Markman | | |||||
| | | | |||
| | Director | | | ||
Asma Ishaq | | |||||
| | | | |||
| | Director | | | ||
Kimberly Smith | | |||||
| | | |
| | Director | | | ||
Curtis B. McWilliams | | |||||
| | | | |||
| | Director | | | ||
Thomas H. Nolan, Jr. | | |||||
| | | | |||
| | Director | | | ||
Connie Tirondola | |
* By: | | | /s/ Raymond J Pacini | | ||
| | Raymond J. Pacini | | | ||
| | Attorney-in-fact | | |