UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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| Item 8.01. | Other Events. |
On February 7, 2025, Phillips Edison & Company, Inc., a Maryland corporation (the “Company”), filed with the U.S. Securities and Exchange Commission (the “SEC”) an automatic shelf registration statement on Form S-3ASR (the “New Registration Statement”) to replace the automatic shelf registration statement on Form S-3ASR (No. 333- 262627) filed with the SEC on February 10, 2022 (the “Prior Registration Statement”). The Prior Registration Statement was terminated upon the effectiveness of the New Registration Statement on February 7, 2025.
In connection with the filing of the New Registration Statement, the Company filed with the SEC a prospectus supplement, dated February 7, 2025, to the prospectus forming part of the New Registration Statement (the “ATM Prospectus Supplement”). The ATM Prospectus Supplement continues an at-the-market offering of shares of the Company’s common stock having an aggregate offering price of up to $250 million previously covered by the prospectus supplement and accompanying prospectus forming part of the Prior Registration Statement.
An opinion of Ballard Spahr LLP with respect to the validity of the shares of common stock that may be issued and offered pursuant to the ATM Prospectus Supplement and the accompanying prospectus is filed herewith as Exhibit 5.1.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 5.1 | Opinion of Ballard Spahr LLP regarding the validity of the shares to be issued and offered. | |
| 23.1 | Consent of Ballard Spahr LLP (included in Exhibit 5.1). | |
| 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 registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PHILLIPS EDISON & COMPANY, INC. | ||||||
| Date: February 7, 2025 | ||||||
| By: | /s/ John P. Caulfield | |||||
| Name: | John P. Caulfield | |||||
| Title: | Chief Financial Officer, Executive Vice President and Treasurer | |||||