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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 6, 2025
Commission File Number 1-13610
CREATIVE MEDIA & COMMUNITY TRUST CORPORATION
(Exact name of registrant as specified in its charter)
| Maryland |
|
75-6446078 |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification No.) |
| 5956
Sherry Lane, Suite 700, Dallas, TX 75225 |
|
(972) 349-3200 |
| (Address of Principal Executive Offices) |
|
(Registrant’s telephone number) |
None
(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 Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.001 Par Value |
|
CMCT |
|
The Nasdaq
Stock Market LLC |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
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 ¨
Item 1.01 Entry into a Material Definitive Agreement
On November 12, 2025, Creative Media & Community Trust
Corporation (the “Company”) announced that the Company and First Western SBLC, Inc., a Florida corporation and an indirect
wholly owned subsidiary of the Company (“First Western”), entered into a membership interest purchase agreement, dated as
of November 6, 2025 (the “Membership Interest Purchase Agreement”), with PG FR Holding, LLC, a Delaware limited
liability company (the “Buyer”). Pursuant to the Membership Interest Purchase Agreement, and upon the terms and subject to
the conditions therein, Buyer will purchase from the Company all of the issued and outstanding equity interests of First Western (the
“Transactions”). The Company estimates that, pursuant to the Membership Interest Purchase Agreement and based on information
related to First Western’s assets and other matters as of September 30, 2025, the purchase price will be approximately $44
million (which is net of the outstanding balance of debt related to the 2023 securitization of certain loan receivables), subject to adjustment
and updated information through the closing (the “Closing”) of the Transactions. Upon the Closing and giving effect to the
payment of other debt, transaction expenses and other matters, the Transactions are expected to yield net cash proceeds to the Company
of approximately $31 million.
The Membership Interest Purchase Agreement contains representations,
warranties, covenants and indemnification obligations that are customary for a transaction of this type, including, among others, covenants
by First Western to use reasonable best efforts to conduct the business of First Western in the ordinary course between execution of the
Membership Interest Purchase Agreement and the Closing.
The Closing is subject to the receipt of the U.S.
Small Business Administration’s consent to the acquisition by the Buyer of the equity interests in First Western and certain customary
closing conditions, including (i) the absence of any law or order that challenges or may prevent the consummation of the Transactions,
(ii) the accuracy of the representations and warranties of each party, subject to certain materiality thresholds, (iii) the
performance and compliance by each party with the covenants and obligations of such party pursuant to the Membership Interest Purchase
Agreement in all material respects and (iv) Barry Berlin not terminating, providing a notice of his intention to terminate, or otherwise
rescinding his agreement to work for an affiliate of Buyer following the Closing.
The Membership Interest Purchase Agreement contains
certain customary termination rights, including the right of either the Company or the Buyer to terminate the Membership Interest Purchase
Agreement if the Closing has not occurred on or prior to June 30, 2026.
Pursuant to an equity commitment letter (the “Equity
Commitment Letter”), dated November 6, 2025, an entity affiliated with Peachtree Group, subject to the terms and conditions
thereof, agreed to provide equity financing to the Buyer in the aggregate amount set forth therein to facilitate consummation of the Transactions.
The foregoing summary of the Membership Interest
Purchase Agreement and the Transactions does not purport to be complete and is subject to, and qualified in its entirety by, the full
text of the Membership Interest Purchase Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2025.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the Transactions, at the Closing
Mr. Berlin will resign from his roles as an Executive Vice President of the Company, Chief Financial Officer of the Company, Treasurer
of the Company and Secretary of the Company. Mr. Berlin will be succeeded by (i) Brandon Hill as Chief Financial Officer of
the Company and Treasurer of the Company and (ii) Christopher Filosa as Secretary of the Company, in the case of (i) and (ii) effective
immediately after Mr. Berlin’s resignation.
Mr. Hill, age 39, has served as 1st
Vice President – Fund Accounting & Reporting for CIM Group, L.P. since March 2022. Prior to his role as 1st
Vice President – Fund Accounting & Reporting, Mr. Hill served as Vice President – Financial Reporting of CIM
Group, L.P. from 2018 until 2022. Affiliates of CIM Group, L.P. act as operator and administrator to the Company and/or certain of its
subsidiaries.
There are no arrangements or understandings between
Mr. Hill and any person pursuant to which Mr. Hill was selected as an officer, and no family relationships exist between Mr. Hill
and any director or executive officer of the Company. Mr. Hill is not a party to any transaction, or series of transactions, required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Berlin’s resignation,
on November 6, 2025, the Company, CIM Group, L.P., CIM SBA Staffing, LLC (“CIM SBA Staffing) and Mr. Berlin entered into
a Separation Agreement and General Mutual Release of all Claims (the “Separation Agreement”). Pursuant to the Separation Agreement,
Mr. Berlin will receive from the Company (i) a severance payment of $350,000 and (ii) an additional payment of (x) $270,000
if the resignation is effective on or prior to December 14, 2025 or (y) $250,000 if the resignation is effective on or after
December 15, 2025, and CIM Group, L.P. will purchase (x) 2,052.545 of Mr. Berlin’s vested shares of CIM Real Estate
Finance Trust, Inc. (“CMFT”) if the resignation is effective on or prior to December 14, 2025 or (y) 1,980.983
of Mr. Berlin’s vested shares of CMFT if the resignation is effective on or after December 15, 2025. Additionally, pursuant
to the Separation Agreement, Mr. Berlin and CIM SBA Staffing have agreed to a mutual general release of claims.
The summary of the Separation Agreement set forth
above is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached as Exhibit 10.1 hereto
and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 12, 2025, the Company issued
a press release announcing the execution of the Membership Interest Purchase Agreement. A copy of such press release is attached hereto
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 and Exhibit 99.1
of this Current Report shall not be deemed to be 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 registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except in the event that
the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference
in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number |
|
Description |
| 10.1 |
|
Confidential Separation Agreement and General Mutual Release of all Claims, by and between, CIM SBA Staffing, LLC, Creative Media & Community Trust Corporation, CIM Group, L.P. and Barry N. Berlin. |
| 99.1 |
|
Press Release, dated November 12, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
CREATIVE MEDIA & COMMUNITY TRUST CORPORATION |
| Dated: November 12, 2025 |
By: |
/s/ Barry N. Berlin |
| |
|
Barry N. Berlin |
| |
|
Chief Financial Officer |
