UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On February 20, 2025, InvenTrust Properties Corp. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) an automatic shelf registration statement on Form S-3ASR (File No. 333-285073) (the “New Registration Statement”) to replace the automatic shelf registration statement on Form S-3ASR (File No. 333-263342) filed with the SEC on March 7, 2022 (the “Prior Registration Statement”). The Prior Registration Statement was terminated upon the effectiveness of the New Registration Statement on February 20, 2025.
In connection with the filing of the New Registration Statement, the Company filed with the SEC a prospectus supplement, dated February 20, 2025, to the prospectus forming part of the New Registration Statement relating to the Company’s existing “at-the-market” offering program. In connection with the filing of the prospectus supplement, the Company is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of its counsel, Venable LLP, regarding certain matters of Maryland law, including the validity of the shares.
On February 20, 2025, the Company entered into Amendment No. 1 (the “Amendment No. 1”) to the Equity Distribution Agreement, dated March 7, 2022 (as amended, and as may be amended from time to time, the “Equity Distribution Agreement”), with Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Deutsche Bank Securities Inc., Fifth Third Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc. and Truist Securities, Inc., as sales agents, principals and/or (except in the case of BTIG, LLC and Fifth Third Securities, Inc.) forward sellers (in any such capacity, each a “Manager” and, collectively, the “Managers”), and Wells Fargo Bank, National Association, Bank of America, N.A., Deutsche Bank AG, London Branch, Jefferies LLC, JPMorgan Chase Bank, National Association, KeyBanc Capital Markets Inc. and Truist Bank, each as forward purchasers (in such capacity, each a “Forward Purchaser” and, collectively, the “Forward Purchasers”). The purpose of Amendment No. 1 was to reflect the filing of the New Registration Statement and the prospectus supplement and to add additional Managers and Forward Purchasers as parties to the Equity Distribution Agreement. The foregoing description of Amendment No. 1 does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. Under the Equity Distribution Agreement, shares of common stock having an aggregate offering price of approximately $13.3 million have been offered and sold through February 20, 2025. As a result of such prior sales, as of February 20, 2025, shares of common stock having an aggregate offering price of approximately $236.7 million remain available for offer and sale pursuant to the Equity Distribution Agreement.
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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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 hereunto duly authorized.
| InvenTrust Properties Corp. | ||||||
| Date: February 20, 2025 | By: | /s/ Christy L. David | ||||
| Name: | Christy L. David | |||||
| Title: | Executive Vice President, Chief Operating Officer, General Counsel & Secretary | |||||