NewLake Capital Partners Files 8-K

TL;DR

NLCP filed an 8-K on June 6th, reporting material agreements and shareholder votes.

AI Summary

NewLake Capital Partners, Inc. filed an 8-K on June 11, 2024, reporting on events that occurred on June 6, 2024. The filing indicates the entry into a material definitive agreement, submission of matters to a vote of security holders, and the filing of financial statements and exhibits. Specific details regarding the agreement, vote, or financial statements are not provided in this excerpt.

Why It Matters

This 8-K filing signals significant corporate actions by NewLake Capital Partners, Inc., potentially impacting its business operations, governance, or financial standing.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and matters submitted to a vote, which could represent significant changes or risks for the company.

Key Players & Entities

• NewLake Capital Partners, Inc. (company) — Registrant
• 0001854964-24-000034 (dollar_amount) — Accession Number
• June 6, 2024 (date) — Date of Report
• Maryland (company) — State of Incorporation
• 000-56327 (dollar_amount) — SEC File Number
• 50 Locust Avenue (company) — Business Address
• New Canaan (company) — City
• CT (company) — State
• 06840 (company) — Zip Code

FAQ

Key Financial Figures

• $0.01 — l shares of its common stock, par value $0.01 per share ("Common Stock"), having an a
• $50,000,000 — ng an aggregate offering price of up to $50,000,000 (the "Shares") from time to time throug

Filing Documents

• nclp-20240606.htm (8-K) — 47KB
• newlake-atmex11formequityd.htm (EX-1.1) — 355KB
• newlake-atmex51opinionofve.htm (EX-5.1) — 18KB
• image_0a.jpg (GRAPHIC) — 7KB
• image_1a.jpg (GRAPHIC) — 18KB
• nclp-20240606_g1.jpg (GRAPHIC) — 206KB
• 0001854964-24-000034.txt ( ) — 1136KB
• nclp-20240606.xsd (EX-101.SCH) — 2KB
• nclp-20240606_lab.xml (EX-101.LAB) — 20KB
• nclp-20240606_pre.xml (EX-101.PRE) — 12KB
• nclp-20240606_htm.xml (XML) — 3KB

01 - Entry into a Material Definitive Agreement

Item 1.01 - Entry into a Material Definitive Agreement. On June 10, 2024, NewLake Capital Partners, Inc., a Maryland corporation (the "Company"), entered into an Equity Distribution Agreement (the "Agreement") by and among (i) the Company, (ii) NLCP Operating Partnership LP, a Delaware limited partnership (the "Operating Partnership") and (iii) Compass Point Research & Trading, LLC (the "Sales Agent"). Under the terms of the Agreement, the Company may offer and sell shares of its common stock, par value $0.01 per share ("Common Stock"), having an aggregate offering price of up to $50,000,000 (the "Shares") from time to time through the Sales Agent. Pursuant to the Agreement, the Shares may be offered and sold through the Sales Agent in transactions deemed to be "at-the-market" offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the "Securities Act"). Under the Agreement, the Sales Agent (at the Company's election) will use commercially reasonable efforts consistent with its normal sales and trading practices to sell the Shares as directed by the Company. Under the Agreement, the Company will pay the Sales Agent a commission that will be 2% of the gross sales price per share of Shares sold through it. The Agreement contains customary representations, warranties and agreements of the Company and customary conditions to completing future sale transactions, indemnification rights and obligations of the parties and termination provisions. Shares sold under the Agreement, if any, will be issued pursuant to the Company's registration statement on Form S-3 (No. 333-267894), and a related prospectus, filed with the Securities and Exchange Commission on October 14, 2022, as supplemented by the prospectus supplement, filed with the SEC on June 10, 2024, as the same may be amended or supplemented, under the Securities Act. A copy of the Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing sum

07 - Submission of Matter to a Vote of Security Holders

Item 5.07 - Submission of Matter to a Vote of Security Holders. On June 6, 2024, the Company held its Annual Meeting of Stockholders ("Annual Meeting"). At the Annual Meeting, stockholders elected seven directors to serve on the Company's Board of Directors until the 2025 Annual Meeting of Stockholders and ratified the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The total number of shares of common stock entitled to vote at the Annual Meeting was 20,509,883, of which 14,969,139 shares, or 73.0%, were present in person or by proxy. The final voting results for each matter submitted to a stockholder vote at the Annual Meeting are set forth below.

: The following seven persons were elected to the Company's Board of Directors

Item 1: The following seven persons were elected to the Company's Board of Directors: Nominee For Against Abstentions Broker Non-Votes Gordon DuGan 10,797,751 24,632 13,755 4,133,001 Alan Carr 10,802,165 16,656 17,317 4,133,001 Anthony Coniglio 10,805,922 15,878 14,338 4,133,001 Joyce Johnson 10,795,049 27,627 13,462 4,133,001 Peter Kadens 10,796,116 24,723 15,299 4,133,001 Peter Martay 10,805,815 15,819 14,504 4,133,001 David Weinstein 10,795,043 21,648 19,447 4,133,001 Item 2: Stockholders ratified the appointment of BDO USA, P.C. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024, by the votes set forth in the table below: For Against Abstentions 14,815,331 97,069 56,739

01 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits Exhibit No. Description 1.1 Equity Distribution Agreement, dated June 10, 2024, by and among the Company, NLCP Operating Partnership LP and Compass Point Research & Trading, LLC. 5.1 Opinion of Venable LLP regarding the legality of the Shares. 23.1 Consent of Venable LLP (included in Exhibit 5.1 hereto). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 10th day of June, 2024. NewLake Capital Partners, Inc. By: /s/ Lisa Meyer Name: Lisa Meyer Title: Chief Financial Officer, Treasurer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR