Modiv Industrial Enters Material Definitive Agreement

TL;DR

**Modiv Industrial just signed a big deal, watch for details!**

AI Summary

Modiv Industrial, Inc. (MDV) filed an 8-K on December 28, 2023, to report the entry into a material definitive agreement. This filing indicates that the company is engaging in a significant transaction or contract, which could impact its financial position or future operations. For investors, this matters because such agreements can signal strategic shifts, potential growth, or new liabilities, directly influencing the stock's perceived value and future performance.

Why It Matters

This filing signals a potentially significant business transaction for Modiv Industrial, Inc., which could affect its financial health and strategic direction, impacting shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement without disclosing its specifics, creating uncertainty about its potential positive or negative impact.

Analyst Insight

Investors should monitor Modiv Industrial's future filings or press releases for specific details regarding the 'Material Definitive Agreement' to assess its potential impact on the company's financials and strategic direction.

Key Players & Entities

• Modiv Industrial, Inc. (company) — the registrant filing the 8-K
• December 28, 2023 (date) — date of earliest event reported
• Maryland (company) — state of incorporation for Modiv Industrial, Inc.
• 001-40814 (other) — Commission File Number
• 47-4156046 (other) — I.R.S. Employer Identification No.

Forward-Looking Statements

• Modiv Industrial will provide more details about the material definitive agreement in a subsequent filing or press release. (Modiv Industrial, Inc.) — high confidence, target: Q1 2024

FAQ

Key Financial Figures

• $0.001 — which registered Class C Common Stock, $0.001 par value per share MDV New York St

Filing Documents

• ef20017684_8k.htm (8-K) — 48KB
• ef20017684_10-1.htm (EX-10.1) — 25KB
• ef20017684_99-1.htm (EX-99.1) — 13KB
• 0001140361-23-060280.txt ( ) — 273KB
• cik0001645873-20231228.xsd (EX-101.SCH) — 4KB
• cik0001645873-20231228_def.xml (EX-101.DEF) — 17KB
• cik0001645873-20231228_lab.xml (EX-101.LAB) — 27KB
• cik0001645873-20231228_pre.xml (EX-101.PRE) — 20KB
• ef20017684_8k_htm.xml (XML) — 6KB

01

Item 1.01. Entry Into a Material Definitive Agreement On December 28, 2023, Modiv Industrial, Inc. ("Modiv Industrial" or the "Company"), entered into a First Amendment (the "First Amendment") to the Agreement of Purchase and Sale by and among the Company, certain subsidiaries of the Company, Generation Income Properties, L.P., a Delaware limited partnership, and Generation Income Properties, Inc., a Maryland corporation ("GIPR"), dated August 10, 2023. Pursuant to the First Amendment, in the event that GIPR elects to redeem the 2,400,000 shares of GIPR Series A Preferred Stock (the "GIPR Preferred Stock") that the Company received as partial consideration for the sale of 13 retail and office properties to GIPR in August 2023 for shares of GIPR common stock, then the Company and its affiliates (including Modiv Operating Partnership, LP, a Delaware limited partnership ("Modiv OP")), may retain up to 7.5% of such shares of GIPR common stock and, subject to the satisfaction of certain conditions, agree to distribute the remaining shares of GIPR common stock to the Company's stockholders and holders of Class C Units of Modiv OP. Prior to the First Amendment, subject to the satisfaction of certain conditions, the Company and Modiv OP were obligated to distribute all of the shares of GIPR common stock to the Company's stockholders and holders of Class C Units of Modiv OP in the event that GIPR elected to redeem the GIPR Preferred Stock for shares of GIPR common stock. The foregoing description of the First Amendment is not complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

01

Item 7.01. Regulation FD Disclosure. Press Release On December 29, 2023, the Company issued a press release announcing that on December 29, 2023, it received notice from GIPR, that on January 31, 2024, GIPR will redeem the GIPR Preferred Stock for GIPR common stock. Furthermore, on December 29, 2023, the Board of Directors of the Company (the "Board") declared a stock distribution on the Company's Class C common stock, $0.001 par value per share (the "Common Stock"), and Modiv OP's Class C Units of 0.28 shares of GIPR common stock for each share of Modiv Industrial Common Stock held by the Company's stockholders and each Class C Unit of Modiv OP held by Modiv OP's Class C Unit holders as of the record date of January 17, 2024, which will be paid on or about January 31, 2024; provided that no fractional shares of GIPR common stock shall be distributed on Modiv Industrial Common Stock or Modiv OP Class C Units and, instead, as to any fractional shares, the Company will round down to the nearest whole share of GIPR common stock. The information set forth in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information set forth in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

01

Item 8.01. Other Events. Stock Distribution of GIPR Common Stock Declared On December 29, 2023, the Board authorized and the Company declared a stock distribution on the Common Stock and the Modiv OP Class C Units, at a rate of 0.28 shares of GIPR common stock per share of Modiv Industrial Common Stock and per Class C Unit of Modiv OP, which will be payable to holders of record of the Common Stock and Modiv OP Class C Units as of the close of business on January 17, 2024 (the "GIPR Distribution"). The GIPR Distribution will be payable on or about January 31, 2024. Safe Harbor Statement There is no guarantee that the Company's Board will authorize, or that the Company will declare, additional dividends in the future, and the amount of future dividends, if any, and the authorization and payment thereof, will be determined by the Board based on the Company's financial condition and such other factors as the Board deems relevant. The Company's operating performance and the timing and amount of future dividends is subject to risks and uncertainties as described under "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022. 2

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 First Amendment to Agreement of Purchase and Sale dated December 28, 2023 99.1 Modiv Industrial, Inc. Press Release dated December 29, 2023 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document 3 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. MODIV INDUSTRIAL, INC. (Registrant) By: /s/ RAYMOND J. PACINI Name: Raymond J. Pacini Title: Chief Financial Officer Date: December 29, 2023 4

View Full Filing

View this 8-K filing on SEC EDGAR