0001104659-20-073830.txt : 20200616 0001104659-20-073830.hdr.sgml : 20200616 20200616171537 ACCESSION NUMBER: 0001104659-20-073830 CONFORMED SUBMISSION TYPE: 1-A POS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20200616 DATE AS OF CHANGE: 20200616 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRIX REIT, Inc. CENTRAL INDEX KEY: 0001723028 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 823250317 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A POS SEC ACT: 1933 Act SEC FILE NUMBER: 024-10767 FILM NUMBER: 20967285 BUSINESS ADDRESS: STREET 1: 120 NEWPORT CENTER DRIVE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: (855) 742-4862 MAIL ADDRESS: STREET 1: 120 NEWPORT CENTER DRIVE CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: Brix Student Housing REIT, Inc. DATE OF NAME CHANGE: 20180322 FORMER COMPANY: FORMER CONFORMED NAME: RW HOLDINGS STUDENT HOUSING REIT, INC. DATE OF NAME CHANGE: 20171116 1-A POS 1 primary_doc.xml 1-A POS LIVE 0001723028 XXXXXXXX 024-10767 BRIX REIT, Inc. MD 2017 0001723028 6798 82-3250317 0 0 120 Newport Center Drive Newport Beach CA 92660 855-742-4862 Lauren Prevost, Esq. Other 226132.00 5141949.00 6660.00 14418715.00 20016367.00 379219.00 5996419.00 10796809.00 8680758.00 20016367.00 546184.00 1031503.00 265443.00 -1090238.00 -0.51 -0.51 Squar Milner LLP Common Stock 2433214 000000N/A N/A N/A 0 000000N/A N/A N/A 0 000000N/A N/A true true Tier2 Audited Equity (common or preferred stock) Y Y N Y Y N 114633750 2433214 0.3200 36682800.00 0.00 0.00 0.00 36682800.00 North Capital Private Securities Corporation 266897.00 Squar Milner LLP 35000.00 Morris, Manning & Martin, LLP and Corporate Law Solutions, PC 90000.00 Morris, Manning & Martin, LLP and Corporate Law Solutions, PC 10000.00 154559 36280903.00 true AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY DC AL AK AZ AR CA CO CT DE FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA RI SC SD TN TX UT VT VA WA WV WI WY DC BRIX REIT, Inc. Common Stock 12200 0 $61,000 at $5.00 per share Regulation D. Private offering of 12,200 total shares issued to independent directors in 2019 for services rendered. PART II AND III 2 tm2022729d1_partiiandiii.htm PART II AND III

Post-Qualification Amendment No. 8

File No. 024-10767 

 

BRIX REIT, Inc.

 

 

Explanatory Note

 

This amendment to the offering statement on Form 1-A (the “Amendment”) of BRIX REIT, Inc. has been filed pursuant to Rule 252(f)(1)(iii) promulgated under the Securities Act of 1933, as amended, solely for the purpose of filing certain exhibits as indicated in Part III of this Amendment. This Amendment does not modify any provision of the offering circular that forms a part of the offering statement. Accordingly, the offering circular has been omitted.

 

 

 

 

 

 

 

PART III – EXHIBITS

 

Index to Exhibits

 

Exhibit No.   Description
1.1*   Dealer Manager Agreement by and between BRIX REIT, Inc. and North Capital Private Securities Corporation
2.1*   Articles of Incorporation
2.2*   Articles of Amendment
2.3A*   Articles of Amendment
2.4*   Bylaws
3.*   Distribution Reinvestment Plan (included in the Offering Circular as Appendix B and incorporated herein by reference)
4.*   Form of Investment Form and Subscription Agreement (included in the Offering Circular as Appendix A and incorporated herein by reference)
6.1*   Conflicts Committee Charter
6.2*   Purchase Agreement dated April 16, 2019 between Rich Uncles NNN Operating Partnership, LP and Agree Fort Worth TX LLC
6.3*   Assignment and Assumption of Purchase Agreement dated May 13, 2019 between Rich Uncles NNN Operating Partnership, LP and BRIX REIT, Inc.
6.4*   24 Hour Fitness Lease dated March 29, 2006 between Fort Worth Fitness, L.P. and 24 Hour Fitness USA, Inc.
6.5*   Purchase And Sale Agreement By And Between 2700 Anderson, LLC and BRIX REIT, Inc. dated August 20, 2019
6.6*   Loan Agreement dated April 30, 2019 between Pacific Mercantile Bank and BRIX REIT, Inc.
6.7*   First Amendment to Loan Agreement dated June 11, 2019 between Pacific Mercantile Bank and BRIX REIT, Inc.
6.8*   Second Amendment to Loan Agreement dated September 9, 2019 between Pacific Mercantile Bank and BRIX REIT, Inc.
6.9*   Termination of Advisory Agreement as of October 28, 2019, by and among BRIX REIT, Inc., Brix Student Housing Operator, LLC and BrixInvest, LLC
6.10*   Third Amendment to Loan Agreement dated December 19, 2019 between Pacific Mercantile Bank and BRIX REIT, Inc. 
6.11*   Advisory Agreement between BRIX REIT, Inc. and modiv Advisors, LLC, dated as of January 31, 2020 and effective as of February 3, 2020.
10*   Power of Attorney
11.1*   Consent of Corporate Law Solutions, PC (included in Exhibit 12)
11.2**   Consent of Squar Milner LLP
11.3*   Consent of Cushman & Wakefield Western, Inc.
12.*   Opinion of Corporate Law Solutions, PC as to the legality of the securities being qualified
13.*   “Testing the waters” materials

 

* Previously filed
** Filed herewith

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this amended offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Costa Mesa, State of California on June 16, 2020.

 

  BRIX REIT, Inc.
   
 

By: /s/ Raymond J. Pacini

Name: Raymond J. Pacini

Title: Chief Financial Officer

 

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature Title Date

 

/s/ William R. Broms

William R. Broms

 

 

Chief Executive Officer and President

(Principal Executive Officer)

 

 

 June 16, 2020

 

 

 

/s/ Raymond J. Pacini

Raymond J. Pacini

 

 

Chief Financial Officer

(Principal Financial Officer)

 

 

June 16, 2020

 

 

/s/ Sandra G. Sciutto

Sandra G. Sciutto

 

 

Chief Accounting Officer

(Principal Accounting Officer)

 

 

June 16, 2020

 

 

/s/ Raymond Wirta*

Raymond Wirta

 

 

Chairman of the Board

 

 

June 16, 2020

 

 

/s/ Aaron S. Halfacre

Aaron S. Halfacre

 

 

Director

 

 

June 16, 2020

 

 

/s/ Vipe Desai*

Vipe Desai

 

 

Director

 

 

June 16, 2020

 

 

/s/ Jeffrey Cyr*

Jeffrey Cyr

 

 

Director

 

 

June 16, 2020

 

 

/s/ Caroline Harkins*

Caroline Harkins

 

 

Director

 

 

June 16, 2020

 

 

 

By his signature set forth below, the undersigned, pursuant to the duly authorized powers of attorney filed with the Securities and Exchange Commission, has signed this Form 1-A POS Amendment No. 8 on behalf of the persons indicated.

 

*By: /s/ Aaron S. Halfacre  
  Aaron S. Halfacre  
  Attorney-in-fact  

 

 

 

 EX1A-11 CONSENT 3 tm2022729d1_ex11-2.htm EXHIBIT 11.2

 

Exhibit 11.2

 

 

CONSENT OF INDEPENDENT AUDITOR

 

We consent to the inclusion in the foregoing Form 1-A Regulation A Post Qualification Offering Statement (File No. 024-10767) of BRIX REIT, Inc. and subsidiaries (the “Company”), formerly known as Brix Student Housing REIT, Inc., of our report which is dated June 12, 2020 relating to our audits of the Company’s consolidated balance sheets as of December 31, 2019 and 2018 and the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended, and the related notes to such financial statements to be filed with the Securities and Exchange Commission. We also consent to the reference to our firm under the caption “Experts”.

 

/s/ SQUAR MILNER LLP

 

Irvine, California
June 16, 2020