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): May 28, 2014
 
Company Logo
VESTIN REALTY MORTGAGE I, INC.
(Exact name of registrant as specified in its charter)


Maryland
333-125347
20-4028839
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)


8880 W. SUNSET ROAD #200
LAS VEGAS, NEVADA 89148
(Address of principal executive offices)
(Zip Code)


Registrant’s telephone number, including area code: (702) 227-0965

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):
 

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 

 


Item8.01
Other Events

The board of directors of Vestin Realty Mortgage I, Inc. (the “Company”) on May 28, 2014 announced a 1-for-4 reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share, to take effect at such time as the Company’s officers determine in accordance with such authorization of the board.

Once the reverse stock split takes effect, no fractional shares will be issued in connection therewith and the number of authorized shares and the par value per share will remain unchanged. Each stockholder otherwise entitled to a fractional share will be entitled to receive cash in an amount equal to the product of the fraction of a share multiplied by the closing price of the Company’s common stock as reported by the NASDAQ Stock Market LLC on the effective date of the reverse stock split.

The Board of Directors of the Company also announced on May 28, 2014 that it has appointed a Special Committee consisting of Kenneth Seltzer to renew negotiations with Vestin Realty Mortgage II, Inc. regarding a proposed stock for stock merger.  In furtherance of the proposed merger, the Company will engage a financial advisor and legal counsel for the Special Committee. The primary purpose of the proposed merger is the potential cost savings and operating synergies that could be achieved through a combination with Vestin Realty Mortgage II, Inc. Any decision with respect to the proposed merger with Vestin Realty Mortgage II, Inc will be subject to the approval of the special committee and stockholders of Vestin Realty Mortgage II, Inc as well as the approval of our special committee and stockholders. There can be no assurance that the proposed merger will be consummated.


 
 

 


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.


   
VESTIN REALTY MORTGAGE I, INC.
     
 
By
Vestin Mortgage, LLC, its sole manager
     
     
Date:  May 29, 2014
By
/s/ Tracee Gress
   
Tracee Gress
   
Chief Financial Officer