VESTIN REALTY MORTGAGE II, INC. (NASDAQ:VRTB) Files An 8-K Material Modification to Rights of Security Holders

On March 30, 2017, Vestin Realty Mortgage II, Inc., a Maryland
corporation (the “Company”), completed its previously announced
1-for-1,000 reverse stock split (the “Reverse Stock Split’) by
filing articles of amendment with the State Department of
Assessments and Taxation of Maryland (the “Articles of
Amendment”).

As a result of the filing of the Articles of Amendment, every
1,000 shares of common stock, $0.0001 par value per share, of the
Company, which were issued and outstanding immediately prior to
the Reverse Stock Split, will be combined into one issued and
outstanding share of the Company’s common stock. No fractional
shares will be issued in connection with the Reverse Stock Split.
Stockholders who otherwise would be entitled to receive
fractional shares of the Company’s common stock as a result of
the Reverse Stock Split will be entitled to receive cash from the
Company’s transfer agent in an amount equal to the product of
such fraction of a share and $2,700.00. In connection with the
Reverse Stock Split, the Articles of Amendment also amended the
Company’s charter, effective immediately after the effective
time of the Reverse Stock Split, to decrease the par value of the
shares of the Company’s common stock issued and outstanding
immediately after the effective time of the Reverse Stock Split,
from $0.1 per share to $0.0001 per share. The foregoing
description of the Articles of Amendment and the Reverse Stock
Split contemplated thereby does not purport to be completed and
is qualified in its entirety by reference to the full text of the
Articles of Amendment, a copy of which is filed as Exhibit 3.1
hereto and incorporated herein by reference.

As a result of the Reverse Stock Split, the Company will have
fewer than 300 record holders of its common stock, which will
cause the Company’s common stock to be eligible for termination
of registration under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). The Company has filed a Form 15
with the Securities and Exchange Commission (the “SEC”) to
terminate the common stock’s registration under Section 12(g) of
the Exchange Act. Upon filing of the Form 15, the Company’s
obligation to file certain reports with the SEC, including Forms
10-K, 10-Q and 8-K, were immediately suspended. The Company
expects that the deregistration of its common stock will become
effective 90 days after the date of filing of the Form 15 with
the SEC.

For a more detailed discussion of the Reverse Stock Split, please
see the definitive Proxy Statement of the Company, filed January
17, 2017 with the SEC.

The information set forth in Item 3.03 of this Current Report on
Form 8-K is incorporated herein by reference.

(d) Exhibits