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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 26, 2025
Manhattan
Bridge Capital, Inc.
MBC
Funding II Corp.
(Exact
Name of Registrant as Specified in Charter)
New
York (Manhattan Bridge Capital, Inc.)
|
|
000-25991
|
|
11-3474831
|
| New
York (MBC Funding II Corp.) |
|
001-37726 |
|
81-0758358 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 60
Cutter Mill Road, Great Neck, NY |
|
11021 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(516)
444-3400
(Registrant’s
telephone number,
including
area code)
Not
applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K 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 Section 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)). |
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.001 per share |
|
LOAN |
|
The
Nasdaq Capital Market |
| |
|
|
|
|
| 6%
Senior Secured Notes, due April 22, 2026, issued by MBC Funding II Corp. |
|
LOAN/26 |
|
NYSE
American LLC |
Securities
registered pursuant to Section 12(b) of the Act:
Indicate
by check mark whether the registrant is an emerging growth company as defined in 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. ☐
This
Current Report on Form 8-K is filed jointly by Manhattan Bridge Capital, Inc. (“MBC”) and its wholly-owned subsidiary MBC
Funding II Corp. (“MBC Funding II”), in connection with the items set forth below.
Item
8.01. Other Events.
MBC
Funding II is the issuer of 6.00% Senior Secured Notes, due April 22, 2026 (the “Notes”), which were originally issued in
an aggregate principal amount of $6,000,000 under an Indenture, dated April 25, 2016 (the “Indenture”), among MBC Funding
II, as issuer, MBC, as guarantor, and ClearTrust, LLC (as successor to Worldwide Stock Transfer, LLC), as indenture trustee. The Notes
are listed on the NYSE American and trade under the symbol “LOAN/26”. Interest on the Notes accrues at a rate of 6.00% per
annum and is payable monthly in arrears on the 15th day of each calendar month. Under the terms of the Indenture, MBC Funding II may
redeem the Notes, in whole or in part, on any payment date on or after April 22, 2021 at a redemption price equal to the outstanding
principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the date of redemption.
On
November 26, 2025 (the “Redemption Notice Date”), MBC Funding II delivered a notice of redemption (the “Redemption
Notice”) to the holders of the Notes, pursuant to the terms of the Indenture, providing that MBC Funding II will redeem all of
its outstanding Notes (the “Redemption”).
Pursuant
to the Redemption Notice, all outstanding Notes will be redeemed on December 15, 2025 (the “Redemption Date”) at a redemption
price equal to 100% of the outstanding principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon to, but
excluding, the Redemption Date (the “Redemption Price”). As of the Redemption Notice Date, the aggregate outstanding principal
amount of the Notes is $6,000,000.
Following
the completion of the Redemption, no Notes will remain outstanding and the Notes will cease to be listed on the NYSE American.
This
Current Report on Form 8-K does not constitute a notice of redemption with respect to the Notes. The Redemption will be made solely pursuant
to the Redemption Notice, which has been delivered to the registered holders of the Notes in accordance with the terms of the Indenture
and the Notes.
Warning
Concerning Forward-Looking Statements
This
Current Report on Form 8-K contains statements that constitute forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and other securities laws. Also, whenever we use words such as “believe,” “expect,”
“anticipate,” “intend,” “plan,” “estimate,” “will,” “may” and
negatives or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements
are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur.
Actual results may differ materially from those contained in or implied by our forward-looking statements as a result of various factors.
For example, we are using forward looking statements when we discuss the anticipated Redemption of the Notes, the timing of the Redemption,
the expected aggregate principal amount of the Notes to be redeemed, and the satisfaction and discharge of the Indenture.
The
information contained in our filings with the Securities and Exchange Commission, or the SEC, including under the caption “Risk
Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 identifies other important factors that could cause
our actual results to differ materially from those stated in or implied by our forward-looking statements. Our filings with the SEC are
available on the SEC’s website at www.sec.gov.
You
should not place undue reliance upon forward-looking statements.
Except
as required by law, we do not intend to update or change any forward-looking statements as a result of new information, future events
or otherwise.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
| |
MANHATTAN
BRIDGE CAPITAL, INC. |
| |
|
|
| Dated:
November 26, 2025 |
By: |
/s/
Assaf Ran |
| |
Name: |
Assaf
Ran |
| |
Title: |
President
and Chief Executive Officer |
| |
|
|
| |
MBC
FUNDING II CORP. |
| |
|
|
| Dated:
November 26, 2025 |
By: |
/s/
Assaf Ran |
| |
Name: |
Assaf
Ran |
| |
Title: |
President
and Chief Executive Officer |
