Global Medical REIT Inc. (NYSE:GMRE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Sales Agreements
On August 25, 2017, Global Medical REIT Inc., a Maryland corporation (the “Company”), Inter-American Management LLC and Global Medical REIT L.P. entered into Sales Agreements (the “Sales Agreements”) with each of Cantor Fitzgerald & Co. and FBR Capital Markets & Co. (the “Agents”), to which the Company may offer and sell, from time to time, through the Agents, shares of the Company’s common stock, $0.001 par value per share, up to an aggregate amount of $50,000,000 (the “Shares”).
to the Sales Agreements, the Shares may be offered and sold through the Agents in transactions deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including sales made directly on or through the New York Stock Exchange or any other existing trading market for our common stock. Under the Sales Agreements, the Agents will be entitled to compensation of up to 3.0% of the gross proceeds from the sale of the Shares sold through the Agents. In addition, the Company has agreed to reimburse certain expenses incurred by the Agents in connection with the offering. The Company has no obligation to sell any of the Shares under the Sales Agreements and may at any time suspend solicitations and offers under the Sales Agreements.
The Shares will be issued to the Company’s Registration Statement on Form S-3 (File No.333-217360). The Company has filed a prospectus supplement, dated August25, 2017, to the prospectus, dated June 19, 2017, with the United States Securities and Exchange Commission in connection with the offer and sale of the Shares from time to time in the future. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The foregoing description is qualified in its entirety by reference to the full text of the Sales Agreements, a form of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
In connection with the filing of the Sales Agreements, Venable LLP has provided the Company with an opinion regarding the legality of the Shares. A copy of the opinion is attached to this Current Report on Form 8-K as Exhibit 5.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statement and Exhibits. |
| Exhibit No. | Description | |
| 1.1 | Form of Sales Agreement | |
| 5.1 | Opinion of Venable LLP | |
| 23.1 | Consent of Venable LLP (included in exhibit 5.1) |
Global Medical REIT Inc. ExhibitEX-1.1 2 v474008_ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 GLOBAL MEDICAL REIT INC. UP TO $50,…To view the full exhibit click here
About Global Medical REIT Inc. (NYSE:GMRE)
Global Medical REIT Inc. focuses on operating as a real estate investment trust. The Company is engaged primarily in the acquisition and leasing of licensed purpose-built healthcare facilities in certain markets with various clinical operators. The Company seeks to invest in these purpose-built, specialized facilities, such as surgery centers, specialty hospitals and outpatient treatment centers. Its tenant-operators are physician group tenant-operators, community hospital tenant-operators and corporate medical treatment chain operators. Its properties include a six building, 52,266 square foot medical clinic portfolio in Tennessee; a combined approximately 27,190 square foot surgery center and medical office building located in West Mifflin, Pennsylvania; an approximately 8,840 square foot medical office building known as the Orthopedic Surgery Center, located in Asheville, North Carolina, and a 56-bed long term acute care hospital located at 1870 South 75th Street, Omaha, Nebraska.
