UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
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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 3.02. Unregistered Sales of Equity Securities.
On April 3, 2025, CTO Realty Growth, Inc. (the “Company”) completed separate, privately-negotiated transactions with holders of $35,208,000 in aggregate principal amount of the Company's 3.875% Convertible Senior Notes due 2025 (the “Notes”) in which the holders exchanged their Notes with the Company for an aggregate of 1,089,555 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), and aggregate cash payments of $29,032,088.77, including $632,888.25 representing accrued interest. Including these shares of Common Stock, the Company has 32,936,967 shares of Common Stock outstanding as of April 3, 2025. The Notes received by the Company were retired.
The exchanges of shares of Common Stock for the Notes were made pursuant to the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 7.01. Regulation FD Disclosure.
On April 3, 2025, the Company issued a press release (the “press release”) regarding the Company’s privately-negotiated exchanges. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for any purposes, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, unless it is specifically incorporated by reference therein.
The furnishing of the press release is not intended to constitute a representation that such furnishing is required by Regulation FD or other securities laws, or that the press release includes material investor information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
| Description |
99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: April 3, 2025
CTO Realty Growth, Inc.
By: /s/ Philip R. Mays
Philip R. Mays, Senior Vice President, Chief Financial Officer, and Treasurer
(Principal Financial Officer)