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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 10, 2025
Seven Hills Realty Trust
(Exact name of registrant as specified in
its charter)
| Maryland |
|
001-34383 |
|
20-4649929 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification No.) |
Two
Newton Place
255 Washington
Street, Suite 300
Newton, MA
02458 |
|
02458-1634 |
| (Address of principal executive offices) |
|
(Zip Code) |
(617)
332-9530
(Registrant’s telephone number, including area code)
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:
|
Titles
of Each Class |
|
Trading
Symbol |
|
Name
of exchange on which
registered |
| Common Shares of Beneficial Interest |
|
SEVN |
|
The Nasdaq Stock Market LLC |
| Rights to Purchase Common Shares of Beneficial Interest |
|
SEVNR |
|
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 8.01. Other Events.
On November
10, 2025, Seven Hills Realty Trust, or the Company, commenced its previously announced offering of transferable subscription rights, or
the Rights, and distributed the Rights to shareholders of record as of 5:00 p.m., New York City time, on November 10, 2025, or the Record
Shareholders, entitling the holders to subscribe for up to an aggregate of 7,532,861 of the Company’s common shares of beneficial
interest, $0.001 par value per share, or the Common Shares.
The Rights
are expected to be listed for trading on The Nasdaq Stock Market LLC under the symbol “SEVNR” and therefore will be transferable
and will allow the holders to purchase additional Common Shares.
The offering
is being made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-290401) that was previously filed with
the Securities and Exchange Commission, or the SEC, and was declared effective on September 29, 2025, or the Registration Statement. The
offering will only be made by means of the prospectus supplement dated October 30, 2025, and the accompanying base prospectus dated September
29, 2025, copies of which will be mailed to all Record Shareholders, and can be accessed through the SEC’s website at www.sec.gov.
Additional information regarding the offering and the exercise of the Rights may be obtained from the Company’s information agent,
D.F. King & Co., Inc., toll-free at (866) 342-4881 or by email at SEVN@dfking.com.
In connection with the offering, the Company is
filing certain ancillary documents as Exhibits 4.1, 99.1, 99.2, 99.3, 99.4, 99.5, and 99.6 to this Current Report on Form 8-K for the
purpose of incorporating such items by reference to the Registration Statement.
This Current Report on Form 8-K shall not constitute
an offer to sell or a solicitation of an offer to buy any securities of the Company or any of its subsidiaries, nor shall there be any
offer, solicitation or sale of any securities of the Company or any of its subsidiaries in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful under the securities laws of such state or jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Exhibit Description |
| 4.1 |
|
Form
of Subscription Rights Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form 8-A
filed with the SEC on November 7, 2025). |
| 5.1 |
|
Opinion of Duane Morris LLP. |
| 23.1 |
|
Consent of Duane Morris LLP (included
in Exhibit 5.1). |
| 99.1 |
|
Form of Instruction Letter as to Use of Rights Certificate. |
| 99.2 |
|
Form of Notice to Shareholders Who Are Record Holders. |
| 99.3 |
|
Form of Notice to Shareholders Who Are Acting as Nominees. |
| 99.4 |
|
Form of Notice to Clients of Shareholders Who Are Acting as Nominees. |
| 99.5 |
|
Form of Beneficial Owner Election Form. |
| 99.6 |
|
Form of Notice of Guaranteed Delivery. |
| 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 registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
SEVEN HILLS REALTY TRUST |
| |
|
| |
By: |
/s/ Matthew C. Brown |
| |
Name: |
Matthew C. Brown |
| |
Title: |
Chief Financial Officer and Treasurer |
Date: November 10, 2025
