BRMK Broadmark Realty Capital

Filed: 23 Sep 20, 5:03pm





Washington, D.C. 20549









Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): September 23, 2020





(Exact name of registrant as specified in its charter)





(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)


1420 Fifth Avenue, Suite 2000

Seattle, WA 98101

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (206) 971-0800


Not Applicable

(Former name or former address, if changed since last report.)




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:


¨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 Securities Act of 1933, as amended:


Title of each class  Trading Symbols  Name of each exchange on which registered
Common stock, par value $0.001 per share  BRMK  New York Stock Exchange
Warrants, each exercisable for one fourth (1/4th) share of Common Stock at an exercise price of $2.875 per one fourth (1/4th) share  BRMK WS  NYSE American LLC



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933, as amended, or Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

Emerging growth company x


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 of 1934, as amended. ¨



Common Stock [Member]





Item 7.01Regulation FD Disclosure.


Broadmark Private REIT, LLC (the “Private REIT”), a private real estate finance company that primarily participates in short-term, first deed of trust loans secured by real estate that are originated, underwritten and serviced by Broadmark Realty Capital Inc. (the “Company”), has provided a newsletter to investors in the Private REIT for the period ending August 31, 2020 that reports, among other things, that the Private REIT’s assets under management as of August 31, 2020 were approximately $18.5 million.


The Private REIT newsletter is available on the Private REIT’s website at The Private REIT routinely posts its monthly newsletters and other information that may be important to the Private REIT’s investors on its website. Although the Private REIT is expected to participate in many of the loans originated by the Company going forward, the percentage participation may vary by loan. In addition, the Private REIT does not hold participation interests in loans originated by the Company prior to the launch of the Private REIT. As a result, the assets and results of the Private REIT are not representative of the Company.


Going forward, the Company does not plan to furnish Current Reports on Form 8-K to announce the availability of the Private REIT’s monthly newsletters. Accordingly, investors seeking information regarding the Private REIT should monitor the Private REIT’s website for information regarding the Private REIT. The information contained on, or that may be accessed through, the Private REIT’s website is not incorporated by reference into, and is not a part of, this document.


The information furnished in this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.


This document is not an offer to sell or a solicitation to buy preferred units of the Private REIT or any other securities. Securities of the Private REIT are only offered to qualified purchasers through the Private REIT’s current Confidential Private Placement Memorandum. The Private REIT’s preferred units may not be eligible for sale in some U.S. states or countries, nor are they suitable for all investors.







Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 By:/s/ Nevin Boparai
  Name: Nevin Boparai

Title: Executive Vice President and Chief Legal Officer


Date: September 23, 2020