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): June 21, 2019 (June 21, 2019)

 

Global Medical REIT Inc.
(Exact name of registrant as specified in its charter)

  

Maryland 001-37815 46-4757266
(State or Other Jurisdiction 
of Incorporation)
(Commission 
File Number)
(I.R.S. Employer 
Identification No.)

 

2 Bethesda Metro Center, Suite 440

Bethesda, MD

20814

(Address of Principal Executive Offices) 

(Zip Code)

 

(202) 524-6851

(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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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:  Name of each exchange on which registered:
Common Stock, par value $0.001 per share  GMRE  NYSE
       
Series A Preferred Stock, par value $0.001 per share  GMRE PrA  NYSE

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 1.01Entry into a Material Definitive Agreement.

 

On June 21, 2019, Global Medical REIT Inc. (the “Company”) entered into an amendment (the “Amendment”) of the Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) by and among the Company, Inter-American Management, LLC, the Company’s external advisor, and Global Medical REIT L.P., the Company’s operating partnership, on the one hand, and Cantor Fitzgerald & Co., B. Riley FBR, Inc., BMO Capital Markets Corp., D.A. Davidson & Co., H.C. Wainwright & Co., LLC, The Huntington Investment Company and Robert W. Baird & Co. Incorporated, on the other hand. The Amendment modifies the Agreement to include Stifel, Nicolaus & Company, Incorporated as an additional sales agent.

 

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is attached as Exhibit 1.1 hereto and is incorporated by reference herein.

 

Item 9.01Financial Statement and Exhibits.

 

(d)Exhibits

 

Exhibit No.  Description
1.1  Amendment No. 1 to the Controlled Equity OfferingSM Sales Agreement, dated June 21, 2019, by and among the Company, Global Medical REIT L.P. and Inter-American Management, LLC, on the one hand, and Cantor Fitzgerald & Co., B. Riley FBR, Inc., BMO Capital Markets Corp., D.A. Davidson & Co., H.C. Wainwright & Co., LLC, The Huntington Investment Company, Robert W. Baird & Co. Incorporated and Stifel, Nicolaus & Company, Incorporated, on the other hand

 

 

 

SIGNATURES

 

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.

 

  Global Medical REIT Inc.
      
  By:  /s/ Jamie A. Barber
     Jamie A. Barber
     Secretary and General Counsel

 

Dated: June 21, 2019