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): December 18, 2019

Bluerock Residential Growth REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

1345 Avenue of the Americas, 32nd Floor 

New York, NY 10105

(Address of principal executive offices)

(212) 843-1601

(Registrant’s telephone number, including area code)

None.

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Securities registered pursuant to Section 12(g) of the Exchange Act:

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:

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. ¨

Amendment to Sales Agreement

As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on November 20, 2019, Bluerock Residential Growth REIT, Inc., a Maryland corporation (the “Company”) and its operating partnership, Bluerock Residential Holdings, L.P., a Delaware limited partnership (the “Operating Partnership”), previously entered into an Amended and Restated At Market Issuance Sales Agreement dated November 20, 2019 (the “A&R Sales Agreement”) with B. Riley FBR, Inc. (“B. Riley”), Robert W. Baird & Co. Incorporated (“Baird”), JMP Securities LLC (“JMP”) and Compass Point Research and Trading, LLC (“Compass Point”) with respect to the offering and sale of the Company’s Class A common stock, par value $0.01 per share (the “Class A common stock”), in an aggregate offering amount up to $100,000,000, in “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).

On December 18, 2019, the Company and the Operating Partnership entered into an Amendment No. 1 (the “Amendment”) to the A&R Sales Agreement with B. Riley, Baird, JMP, Compass Point and Morgan Stanley & Co. LLC (“Morgan Stanley”). The Amendment modifies the A&R Sales Agreement to include Morgan Stanley as an additional sales agent thereunder.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 This Current Report on Form 8-K, including the exhibits filed herewith, shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

SIGNATURE

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.