The foregoing estimates are preliminary and subject to completion of financial and operating
closing procedures for the year ended December 31, 2019 and the quarter ended March 31, 2020. The actual amounts may differ materially from these estimates, including as a result of the Companys
year-end and quarter-end closing procedures, review adjustments and other developments that may arise between now and the time the Companys audited financial
results for the year ended December 31, 2019 are finalized. Therefore, you should not place undue reliance on these estimates. These estimates have been prepared by, and are the responsibility of, the Companys management and have not been
reviewed or audited or subject to any other procedures by the Companys independent registered public accounting firm. Accordingly, the Companys independent registered public accounting firm does not express an opinion or any other form
of assurance with respect to these estimates.
The information furnished under Item 2.02 of this Current Report on Form 8-K shall be deemed furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the
liabilities of that Section, and shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Unregistered Sales of Equity Securities.
The information regarding the Private Placement set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02.
The Private Placement of the Series A Preferred Stock and the Warrants pursuant to the Purchase Agreement will be undertaken in reliance upon an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2)
Regulation FD Disclosure.
On April 6, 2020, the Company issued a press release announcing that it had entered into the Purchase Agreement. A copy of the press
release is furnished herewith as Exhibit 99.1.
During this economic crisis, the Company will consider the benefits of originating
commercial mortgage loans along with opportunistically acquiring commercial mortgage loans that comply with its credit guidelines. If the Company is able to prudently originate or acquire mortgage loans, they will be added to the Companys held
for investment loan portfolio and supplement the Companys current earnings profile generated by its $1.9 billion of portfolio loans that are mainly fixed rate loans financed with fixed rate securitizations.
The information furnished under Item 7.01 of this Current Report on Form 8-K shall be deemed
furnished and not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference in any filing under the Securities Act or the
Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Some of the statements contained in this Current Report on Form 8-K and the press release furnished as
an exhibit to this report may constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, projections, plans and strategies, anticipated events or trends, and similar
expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as may, will, should, must,
expects, intends, plans, anticipates, believes, estimates, predicts, or potential or the negative of these words and phrases or similar words or phrases
that are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans, or intentions.
The forward-looking statements contained in this Current Report on Form 8-K and the press release
furnished as an exhibit to this report reflect the Companys current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause actual