Comstock Holding Companies Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
$CHCI
Real Estate
Finance
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): September 16, 2025
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Item 1.01 Entry into a Material Definitive Agreement
On September 16, 2025, a wholly-owned subsidiary (the “Buyer”) of Comstock Holding Companies, Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with a seller (the “Seller”) relating to the purchase of a 400+ unit apartment building located in Rockville, Maryland (the "Property").
In accordance with the Purchase Agreement, Buyer has a 45-day due diligence period from the effective date of the Purchase Agreement, during which time it may terminate the Purchase Agreement and receive a return of its initial $1,000,000 deposit. Should the Buyer move forward with the purchase of the Property subsequent to the expiration of the due diligence period, it shall be required to place in escrow an additional $1,000,000 deposit. In accordance with the Purchase Agreement, settlement is scheduled to take place on December 1, 2025; however, the Buyer has a one-time right to extend the closing date for any reason for up to 30 days provided that it places an extension deposit of $1,000,000 in escrow. The additional deposit and any extension deposit are subject to forfeiture as provided in the Purchase Agreement.
Pursuant to the Purchase Agreement, following the expiration of a due diligence period and subject to fulfillment or waiver of all conditions precedent to the Buyer’s obligation to complete the purchase, the Buyer shall purchase the Property for $112,250,000, subject to certain adjustments.
The Purchase Agreement contains customary representations, warranties and covenants. The Purchase Agreement also contains customary indemnification provisions by the Seller in favor of the Buyer.
The Company plans to explore securing an institutional partner with whom it would enter into a joint venture at or prior to closing that would result in the Company owning a minority equity interest in the Property.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025 and is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
COMSTOCK HOLDING COMPANIES, INC. | |||||||||||
| Date: September 22, 2025 | By: | /s/ CHRISTOPHER CLEMENTE | |||||||||
Christopher Clemente Chairman and Chief Executive Officer | |||||||||||