Item 2.01. Completion of Acquisition or Disposition of Assets.
On
As a result of the Greenwood Merger, the Company acquired The Shops at
In connection with the closing of the Greenwood Merger, the Company entered into
a
As consideration in the Greenwood Merger as a result of their interests in BSV
Greenwood, (i)
Item 3.02. Unregistered Sales of
The information under Item 2.01 above regarding the issuance of shares of the Company's common stock as consideration in the Greenwood Merger is incorporated into this Item 3.02 by reference. The shares of common stock were issued pursuant to exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506 of Regulation D thereunder. Issuances of common stock were made only to persons who qualify as "accredited investors" as defined under the Securities Act.
Item 7.01. Regulation FD Disclosure.
On
In accordance with General Instructions B.2 and B.6 of Form 8-K, the information included in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, 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 into any filing made by the Company under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01.Financial Statements and Exhibits.
(a)Financial Statements of Businesses Acquired.
1
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The required financial statements of the acquired property will be filed in accordance with Rule 8-06 of Regulation S-X under cover of Form 8-K/A as soon as practicable, but in no event later than 71 days after the date on which this initial Current Report was required to be filed.
(b)Unaudited Pro Forma Financial Information.
The required pro forma financial statements of the Company will be filed in accordance with Rule 8-05 of Regulation S-X under cover of Form 8-K/A as soon as practicable, but in no event later than 71 days after the date on which this Current Report was required to be filed.
(d)Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, datedMay 28, 2019 , by and among BSVGreenwood Investors LLC ,MedAmerica Properties Inc. ,Broad Street Operating Partnership, LP andBSV Greenwood Merger Sub LLC (incorporated by reference to Exhibit 2.10 to the Company's Current Report on Form 8-K filed onMay 31, 2019 ). 2.2 First Amendment to Agreement and Plan of Merger, dated as ofNovember 27, 2019 , by and amongBSV Greenwood Investors LLC ,MedAmerica Properties Inc. ,Broad Street Operating Partnership, LP andBSV Greenwood Merger Sub LLC (incorporated by reference to Exhibit 2.10 to the Company's Current Report on Form 8-K, filed onDecember 3, 2019 ). 2.3 Second Amendment to the Agreement and Plan of Merger, dated as ofMay 28, 2019 , by and amongBSV Greenwood Investors LLC ,Broad Street Operating Partnership, LP ,MedAmerica Properties Inc. andBSV Greenwood Merger Sub LLC (incorporated by reference to Exhibit 10.9 to the Company's Current Report on Form 8-K, filed onDecember 27, 2019 ). 99.1 Press release datedOctober 12, 2021 . 104 Cover Page Interactive Data File - The cover page XBRL tags are embedded within the Inline XBRL document 2
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