CMCT Pushes for Reverse Split to Avoid Nasdaq Delisting

TL;DR

**CMCT is desperate for a reverse split to stay listed on Nasdaq; vote FOR or watch your shares become illiquid.**

AI Summary

Creative Media & Community Trust Corporation (CMCT) is holding a special meeting on September 23, 2025, to seek stockholder approval for reverse stock splits at ratios of 1:4, 1:7, or 1:10. These proposals are critical for CMCT to maintain its listing on The Nasdaq Capital Market, as the company has previously failed to comply with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. Although CMCT is currently in compliance, its common stock has experienced significant downward pressure since August 2024, following the announcement and redemption of its Series A Preferred Stock. The Board of Directors unanimously recommends a 'FOR' vote on all proposals, emphasizing their importance for the company's continued Nasdaq listing. The company previously failed to secure the necessary majority of all votes entitled to be cast for equivalent proposals at its 2025 annual meeting, despite receiving over 82% approval of votes cast.

Why It Matters

This special meeting is a critical juncture for CMCT, as failure to approve a reverse stock split could lead to delisting from Nasdaq, severely impacting investor liquidity and potentially signaling deeper financial distress. For employees, delisting could create uncertainty regarding the company's stability and future. Customers might perceive a delisted company as less reliable, affecting business relationships. In the competitive real estate and media trust sector, maintaining a Nasdaq listing is crucial for credibility and access to capital markets, differentiating CMCT from smaller, unlisted competitors.

Risk Assessment

Risk Level: high — The risk level is high because CMCT explicitly states it is 'no longer eligible for the Nasdaq Compliance Grace Period' and 'if the Company fails to maintain compliance with the Nasdaq Minimum Bid Price Rule at any time, then it could be immediately delisted from Nasdaq.' This indicates an immediate and severe threat to its public trading status, directly impacting shareholder value.

Analyst Insight

Investors should vote 'FOR' the reverse stock split proposals (1, 2, and 3) to help CMCT maintain its Nasdaq listing, which is crucial for liquidity and market access. Failure to do so could result in delisting, significantly impairing the value and tradability of their shares.

Key Numbers

• 1:4 — Reverse Stock Split Ratio (One of the proposed reverse stock split ratios)
• 1:7 — Reverse Stock Split Ratio (One of the proposed reverse stock split ratios)
• 1:10 — Reverse Stock Split Ratio (One of the proposed reverse stock split ratios)
• $0.001 — Par Value per Share (Par value of CMCT's common stock)
• 789,251 — Shares Outstanding (Number of common shares outstanding as of August 26, 2025)
• 82% — Approval Vote (Minimum approval percentage of votes cast for similar proposals at the 2025 annual meeting)
• 180-day — Nasdaq Compliance Grace Period (Period CMCT is no longer eligible for to regain Nasdaq compliance)

Key Players & Entities

• Creative Media & Community Trust Corporation (company) — Registrant and company seeking reverse stock split approval
• Nasdaq Capital Market (regulator) — Stock exchange where CMCT is listed
• Nasdaq Listing Rule 5550(a)(2) (regulator) — Rule requiring minimum $1.00 bid price
• David Thompson (person) — Chief Executive Officer of Creative Media & Community Trust Corporation
• Barry N. Berlin (person) — Chief Financial Officer, Treasurer and Secretary of Creative Media & Community Trust Corporation
• CIM Capital, LLC (company) — Company whose employees may solicit proxies
• Computershare Trust Company, N.A. (company) — Stock transfer agent for CMCT
• $1.00 (dollar_amount) — Minimum bid price required by Nasdaq
• August 26, 2025 (date) — Record date for voting at the Special Meeting
• September 23, 2025 (date) — Date of the Special Meeting

FAQ

Risk Factors

• Failure to Maintain Nasdaq Listing [high — regulatory]: CMCT is seeking stockholder approval for reverse stock splits (1:4, 1:7, or 1:10) to regain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00. The company previously failed to secure sufficient votes for similar proposals at its 2025 annual meeting, highlighting potential investor reluctance or confusion. Failure to approve these splits could lead to delisting from The Nasdaq Capital Market.
• Stock Price Volatility [medium — market]: The company's common stock has experienced significant downward pressure since August 2024, following the announcement and redemption of its Series A Preferred Stock. This volatility indicates investor concern and could impact the company's ability to raise capital or maintain shareholder confidence.

Industry Context

Creative Media & Community Trust Corporation operates in a challenging real estate investment trust (REIT) sector, particularly within the media and community focused segments. The industry is sensitive to interest rate fluctuations, economic cycles, and shifts in media consumption patterns. Companies like CMCT often face pressure to maintain asset values and generate consistent income streams to satisfy investor expectations and regulatory requirements.

Regulatory Implications

The primary regulatory concern for CMCT is its compliance with The Nasdaq Capital Market's listing rules, specifically the minimum bid price requirement. Failure to rectify this through the proposed reverse stock splits could result in delisting, significantly impacting liquidity and investor confidence. The company's past inability to secure sufficient votes for similar proposals also highlights potential governance challenges.

What Investors Should Do

1. Vote FOR the proposed reverse stock split ratios (1:4, 1:7, or 1:10).
2. Review the proxy materials thoroughly before voting.
3. Submit your proxy promptly, regardless of attendance at the virtual meeting.

Key Dates

• 2025-08-26: Record Date for Special Meeting — Stockholders of record on this date are entitled to vote at the Special Meeting.
• 2025-08-27: Mailing of Proxy Materials — Commencement of the period for stockholders to receive and review information regarding the Special Meeting proposals.
• 2025-09-23: Special Meeting of Stockholders — Date for stockholders to vote on critical proposals, including reverse stock splits, to maintain Nasdaq listing.
• 2026-09-23: Deadline for Reverse Stock Split Implementation — The company has until this date to implement one of the approved reverse stock split ratios.

Glossary

DEF 14A

A Definitive Proxy Statement filed with the SEC by a company to solicit proxies from its shareholders for an annual or special meeting. (This document contains the official notice and details of the special meeting, including the proposals to be voted on and management's recommendations.)

Reverse Stock Split

A corporate action in which a company reduces the total number of its outstanding shares by consolidating them into a smaller number of shares. (CMCT is proposing reverse stock splits to increase its stock price and meet Nasdaq's minimum bid price requirement.)

Nasdaq Listing Rule 5550(a)(2)

A rule set by Nasdaq that requires listed securities to maintain a minimum bid price of $1.00 per share. (CMCT's failure to meet this rule is the primary driver for the proposed reverse stock splits.)

Common Stock

The basic form of ownership in a corporation, representing voting rights and a claim on residual assets. (The reverse stock splits will directly affect the number of outstanding shares of CMCT's common stock.)

Par Value

A nominal value assigned to a share of stock by the issuing company, often a very small amount. (CMCT's common stock has a par value of $0.001 per share, which is a standard accounting practice and not indicative of market value.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Only stockholders who owned shares as of August 26, 2025, are eligible to vote at the Special Meeting.)

Proxy

A document or electronic submission authorizing another person to act on behalf of the shareholder, typically to vote their shares. (Stockholders are encouraged to submit a proxy to ensure their vote is counted, even if they cannot attend the virtual meeting.)

Year-Over-Year Comparison

This filing (DEF 14A) focuses on an upcoming special meeting to address a critical Nasdaq listing requirement through reverse stock splits. Unlike typical annual filings that detail financial performance and executive compensation over the past year, this document's primary purpose is to seek shareholder approval for a specific corporate action. Therefore, direct year-over-year comparisons of financial metrics like revenue growth or margins are not the focus here, but rather the immediate need to prevent delisting.

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 per share (the " Common Stock "), by a
• $1 — intain a minimum bid price per share of $1.00, such that the share price of the Co
• $1.00 — f the Common Stock does not close below $1.00 for 30 consecutive business days (the "
• $25.00 — referred Stock at a redemption price of $25.00 per share, plus an amount equal to all

Filing Documents

• tm2523451-2_def14a.htm (DEF 14A) — 430KB
• px_25cmctproxy1pg01-bw.jpg (GRAPHIC) — 251KB
• px_25cmctproxy1pg02-bw.jpg (GRAPHIC) — 203KB
• 0001104659-25-083990.txt ( ) — 998KB

From the Filing

DEF 14A 1 tm2523451-2_def14a.htm DEF 14A tm2523451-2_def14a - block - 3.8316869s UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 CREATIVE MEDIA & COMMUNITY TRUST CORPORATION (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required Fee paid previously with preliminary materials. Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. CREATIVE MEDIA & COMMUNITY TRUST CORPORATION 5956 Sherry Lane, Suite 700 Dallas, Texas 75225 August 27, 2025 Dear Fellow Stockholders: You are cordially invited to attend a special meeting of stockholders (the " Special Meeting ") of Creative Media & Community Trust Corporation, a Maryland corporation (the " Company "), to be held on September 23, 2025 at 9:00 a.m. Pacific Time. The Special Meeting will be conducted virtually, via live Internet webcast at www.virtualshareholdermeeting.com/CMCT2025SM2. For purposes of attendance at the Special Meeting, all references in this proxy statement to "present in person" or "in person" shall mean virtually present at the Special Meeting. Details regarding the Special Meeting, the business to be conducted at the Special Meeting, and information about the Company that you should consider when you vote your shares are described in this proxy statement. At the Special Meeting, we will ask stockholders to approve the following proposals: 1 The amendment of the Company's charter (the " Charter ") to effect a reverse stock split of the Company's common stock, par value $0.001 per share (the " Common Stock "), by a ratio of 1:4 at any time prior to September 23, 2026; 2 The amendment of the Company's Charter to effect a reverse stock split of the Common Stock by a ratio of 1:7 at any time prior to September 23, 2026; 3 The amendment of the Company's Charter to effect a reverse stock split of the Common Stock by a ratio of 1:10 at any time prior to September 23, 2026; and 4 The adjournment of the Special Meeting one or more times to solicit additional proxies if there are insufficient votes at the time of the meeting to approve Proposal 1, Proposal 2 or Proposal 3. The Company's Board of Directors (the " Board ") has determined that approval of the matters to be considered at the Special Meeting is in the best interests of the Company. For the reasons set forth in the proxy statement, the Board unanimously recommends a vote " FOR " each matter to be considered. We hope you will be able to attend the Special Meeting. Whether you plan to attend the Special Meeting or not, it is important that you read this proxy statement and submit your completed proxy as soon as possible. You may authorize your proxy over the Internet, by telephone or by mail as described in the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend. Your vote is very important. If you were a common stockholder of record as of the close of business on August 26, 2025, please authorize a proxy to vote your shares as soon as possible using one of the following methods to ensure that your vote is counted, regardless of whether you expect to attend the virtual Special Meeting: (1) complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided or (2) as otherwise described herein. If you hold your shares in "street name" through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee regarding how to instruct your bank, broker or other nominee to vote your shares at the Special Meeting or, to the extent permitted, regarding how to vote your shares yourself at the Special Meeting. If you are a common stockholder of record and you attend the virtual Special Meeting and wish to vote at the Special Meeting, you may withdraw your proxy and vote online at the Special Meeting. On behalf of the Board and the officers and employees of the Company, I would like to take this opportunity to thank you for your continued support. Sincerely, /s/ David Thompson David Thompson Chief Executive Officer Approximate Date of Mailing of Notice of Special Meeting and Proxy Materials: August 27, 2025 CREATIVE MEDIA & COMMUNITY TRUST CORPORATION NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TIME: 9:00 a.m., Pacif

View Full Filing

View this DEF 14A filing on SEC EDGAR