Current Report Filing (8-k)
April 14 2023 - 4:31PM
Edgar (US Regulatory)
0001095651
false
0001095651
2023-04-14
2023-04-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 14, 2023
Safehold Inc.
(Exact name of registrant as specified in its
charter)
Maryland |
|
001-15371 |
|
95-6881527 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification Number) |
1114
Avenue of the Americas |
|
39th
Floor |
|
New
York, NY |
10036 |
(Address
of principal executive offices) |
(Zip
Code) |
Registrant’s telephone number,
including area code: (212) 930-9400
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
Common stock, $0.01 par value |
|
SAFE |
|
NYSE |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On April 4, 2023, Safehold Inc. (the “Company”)
filed with the U.S. Securities and Exchange Commission (the ‘SEC”) an automatic shelf registration statement on Form S-3ASR
(the “Registration Statement”). On April 14, 2023, the Company filed (i) a prospectus supplement covering the resale of
up to 5,405,406 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), held by certain selling
stockholders and (ii) a prospectus supplement covering the resale of up to 4,248,435 shares of Common Stock held by certain other
selling stockholders. The Company is filing this Current Report on Form 8-K to provide legal opinions of its counsel, Venable LLP,
regarding the legality of the securities covered by the prospectus supplements described in clause (i) and clause (ii), which opinions
are attached here to as Exhibits 5.1 and 5.2, respectively.
Item 9.01 | Financial Statements and Exhibits. |
Exhibit 104 | Cover Page Interactive File (the cover page tags
are embedded with the Inline XBRL document) |
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, thereunto duly authorized.
|
|
|
Safehold Inc. |
|
|
|
|
Date: |
|
April 14, 2023 |
By: |
/s/ Brett Asnas |
|
|
|
Brett Asnas |
|
|
|
Chief Financial Officer |
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