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): ~~April~~September 2116, 2022

Rodin Income Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland		333-221814		81-1144197
(State or other jurisdiction of incorporation)		(Commission File ~~Number~~Numbers)		(IRS Employer Identification No.)

110 E. 59th Street, New York, NY 10022

(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 938-5000

(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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

N/A

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. ☒

Item 8.01. Other Events.

~~Modification~~On September 16, 2022, the board of ~~533~~directors ~~East~~(the ~~12th~~“Board”) ~~Street~~of Rodin Income Trust, ~~New~~Inc., ~~York~~a NYMaryland corporation (the “Company”), unanimously approved, subject to receipt of requisite stockholder approval, the assignment of substantially all of the Company’s assets, consisting of a mezzanine loan and a preferred equity interest, to Cantor Realty Fund III, L.P. (the “Asset Assignment”). Cantor Realty Fund III, L.P. (“Cantor Realty”) is an affiliate of Cantor Fitzgerald Investors, LLC, the Company’s sponsor. The cash amount to be received is based on the most recently determined net asset value of the Delshah Loan and the Delshah Preferred Equity Interest as of June 30, 2022 as determined by Robert A. Stanger & Co., Inc., the Company’s independent valuation firm, in accordance with the procedures described in the “Net Asset Value Calculation and Valuation Procedures” section of the Company’s prospectus for the initial public offering. In connection with the approval of the Asset Assignment, the Company’s board of directors also unanimously approved the Company’s plan of liquidation and dissolution, which is also subject to stockholder approval.

OnThe ~~November 1,~~Company ~~2018,~~has ~~Rodin~~prepared ~~Income~~and ~~Trust,~~will mail to ~~Inc.~~its ~~(the~~stockholders ~~“Company”),~~on ~~through~~or anabout ~~indirect~~September ~~subsidiary~~20, ~~RIT Lending~~2022, ~~Inc.~~a proxy statement ~~(“RIT~~seeking ~~Lending”~~stockholder orapprovals at the ~~“Mezzanine~~Company’s ~~Lender”),~~annual ~~originated~~meeting: an(i) up to ~~$8.99~~approve the ~~million~~Asset ~~floating rate~~Assignment, ~~mezzanine loan~~ (~~the “Mezzanine Loan”~~ii) to DSapprove ~~531 E. 12th Mezz LLC (~~the ~~“Mezzanine~~proposed ~~Borrower”),~~plan ~~which~~of isliquidation ~~owned~~ and ~~controlled by Michael Shah~~distribution, ~~the principal of Delshah Capital Limited~~ (~~“Delshah”~~iii), ~~for~~to ~~the~~elect ~~acquisition~~five ofdirectors, aeach ~~multifamily~~to ~~property~~serve ~~located~~until ~~in Manhattan, NY (~~the ~~“Property”)~~2023 ~~for~~annual ameeting ~~total acquisition cost~~ of ~~$26.07 million.~~stockholders ~~The~~and ~~acquisition~~until ofhis ~~the~~successor ~~Property~~is ~~was~~duly ~~further~~elected ~~financed~~and byqualifies aor ~~$17 million~~earlier ~~mortgage~~if ~~loan (~~the ~~“Senior~~Company ~~Loan”)~~is ~~provided~~liquidated byand ~~Pacific~~dissolved ~~Western~~prior ~~Bank.~~to ~~The fee simple interest in~~ the ~~Property~~expiration isof ~~held~~their ~~by DS 531 E. 12th Owner LLC~~terms, a(iv) ~~single~~to ~~purpose~~ratify ~~limited liability company (~~the ~~“Senior~~appointment ~~Borrower”~~of ~~and,~~Ernst & ~~collectively~~Young ~~with~~LLP ~~the~~as ~~Mezzanine Borrower,~~ the ~~“Borrower”)~~Company’s ofindependent ~~which~~registered ~~Mezzanine~~public ~~Borrower~~accounting ~~owns~~firm ~~100%~~for of the ~~membership~~fiscal ~~interests.~~year ~~The~~ending ~~Mezzanine~~December 31, ~~Loan~~2022, isand ~~secured~~(v) byto aapprove ~~pledge~~the ofadjournment ~~100%~~ of the ~~equity~~annual ~~interests~~meeting into ~~the~~a ~~Senior~~later ~~Borrower.~~date ~~The East 12th Street Loan may be prepaid in its entirety~~ or ~~in part in connection with sales of condominium units~~dates, ~~subject~~if innecessary ~~each~~or ~~case~~appropriate to ~~RIT~~solicit ~~Lending’s~~additional ~~receipt~~proxies. ofStockholders ~~eighteen months~~ of ~~minimum~~record ~~interest.~~at ~~The~~the ~~term~~close of ~~the~~business ~~East~~on ~~12th~~September ~~Street Loan is three years~~16, ~~with~~2022 ~~two~~will ~~1-year~~be ~~options~~entitled to ~~extend.~~notice Onof ~~November 1, 2021, the Company~~ and ~~the Mezzanine Borrower agreed~~ to ~~modify~~vote ~~the~~at ~~first of such options to a six-month extension in exchange for~~ the ~~waiver~~annual ofmeeting ~~certain~~and ~~borrower~~any ~~requirements.~~postponement ~~The~~or ~~Mezzanine~~adjournment ~~Borrower simultaneously exercised the six-month extension~~thereof.

OnThe ~~April~~Company ~~21,~~currently ~~2022,~~has ~~the~~two ~~Mezzanine~~investments: ~~Lender and the Mezzanine Borrower entered into a modification of the Mezzanine Loan. Under the modification,~~ (ai) ~~the~~a ~~Mezzanine Borrower paid down the principal amount of the Mezzanine Loan in the amount of~~ $~~5,670,903~~8.~~57,~~1 ~~after~~million ~~which~~fixed ~~$3,118,513.34~~rate ~~was~~mezzanine ~~the~~loan ~~remaining unpaid principal balance of the Mezzanine Loan;~~ (b)“Delshah ~~the Mezzanine Lender granted its consent to: (i) the payment in full of the Mortgage~~ Loan ~~and (ii~~”) ~~Senior~~originated ~~Borrower conveying~~ to anBrooklyn ~~affiliate~~Portfolio ~~thirteen~~Mezz LLC (~~13) of the of the sixteen (16) condominium units owned by the Senior Borrower; (c)~~ “Mezzanine ~~Lender agreed to extend the maturity date from May 1, 2022 to July 6, 2022, and the remaining extension options available to the Mezzanine~~ Borrower ~~were eliminated; and (d~~) ~~Mezzanine~~for ~~Lender agreed to waive (i)~~ the ~~covenants~~acquisition of ~~Mezzanine Borrower to maintain~~ a ~~loan~~28-~~to-value~~property ~~ratio~~multifamily atportfolio orby ~~below~~Delshah ~~75%,~~Capital ~~and~~Limited ~~maintain a minimum equity requirement of $7,560,373,~~ and (ii) soa ~~long~~$8.1 asmillion ~~Mezzanine~~preferred ~~Borrower~~equity ~~repaid~~interest ~~the Mezzanine Loan~~ in ~~full~~DS onBrooklyn orPortfolio ~~before~~Owner ~~July 6~~LLC, ~~2022, $22,726.47~~a insingle ~~late~~purpose ~~fees~~limited ~~payable~~liability tocompany ~~the~~of ~~Mezzanine~~which ~~Lender under~~ the ~~mezzanine loan documents would be waived. As an inducement to~~ Mezzanine ~~Lender’s~~Borrower ~~agreement~~owns 100% ~~to modify the Mezzanine Loan as described above, Michael Shah, executed and delivered a personal guaranty to Mezzanine Lender, guaranteeing the timely payment~~ of the ~~entire~~membership ~~indebtedness~~interests ~~due~~(“Delshah ~~and~~Preferred ~~payable~~Equity ~~under the Mezzanine Loan~~Interest”).

If the Asset Assignment and the plan of liquidation are approved by the Company’s stockholders, the Company will assign and transfer all of its interests, rights, benefits and liabilities in the Delshah Loan and Delshah Preferred Equity Interest to Cantor Realty. As consideration for the Asset Assignment, the Company will receive an amount in cash equal to $16,085,726, subject to apportionment of any interest. The Company is working to complete the Asset Assignment as soon as practicable and currently expects that the Asset Assignment will be completed promptly following the receipt of the required stockholder approval.

The Asset Assignment may only be consummated if stockholders approve the Asset Assignment and the plan of liquidation. Subject to the Asset Assignment being completed, the Company intends to wind up its affairs and distribute its assets, which are expected to consist primarily of cash after satisfying the Company’s liabilities, to the Company’s stockholders in accordance with the plan of liquidation and dissolution. The Company currently anticipates making one or more liquidating distributions to the stockholders and expects the final liquidating distribution to be made shortly after the consummation of the Asset Assignment and in any event on or before a date that is within nine months after the date that the Company receives required stockholder approval for the plan of liquidation and dissolution.

The Asset Assignment is the culmination of a thorough exploration of strategic alternatives by the Board, which began following the completion of the Company’s initial public offering in May 2021. After due consideration of all alternatives reasonably available to the Company, including pursuing third-party sales and maintaining its existence and continuing to own its two investments, the Board decided that, at this time, pursuing a liquidity event in the form of assignment of the two investments to Cantor Realty for consideration based on the most recently available net asset value of these assets and liquidating and dissolving pursuant to the plan of liquidation is the best alternative to enhance stockholder value within a reasonable period of time.

Suspension of Share Repurchase Program

Pursuant to the terms of the Company’s share repurchase program (the “SRP”), the Board may, in its sole discretion, suspend or terminate the SRP at any time upon 10 business days’ prior written notice to the SRP’s participants. In connection with the approval of the Asset Assignment and plan of liquidation, on September 16, 2022, the Board, including all of its independent directors, approved suspension of the SRP until further notice. Pursuant to the terms of the SRP, the suspension for the SRP will go into effect on September 30, 2022.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. ~~that~~These ~~are~~forward-looking ~~based~~statements oninclude, among others, statements about the ~~Company’s~~expected ~~current~~benefits ~~expectations~~of the Asset Assignment and the plan of liquidation, ~~plans~~the expected timing and completion of the Asset Assignment and the plan of liquidation, ~~estimates~~the estimated timing of the liquidating distributions, ~~assumptions~~and the future business, performance and ~~beliefs~~opportunities ~~that~~of ~~involve~~the ~~numerous~~Company. These risks and uncertainties, ~~including~~include, without limitation, the ~~risks~~ability ~~set~~of ~~forth~~the inCompany to obtain stockholder approvals required to consummate the ~~“Risk~~Asset ~~Factors”~~Assignment ~~section~~and the plan of ~~the~~liquidation; ~~Company’s~~unanticipated ~~Annual~~difficulties ~~Report~~relating onto the ~~Form~~Asset ~~10-K~~Assignment or the plan of liquidation and the potential for unforeseen expenses that will or may be incurred in connection with the ~~year~~assignment ~~ended~~of ~~December~~our ~~31,~~assets ~~2021~~and our continued operation, as ~~amended~~which could reduce the amount of liquidating distributions; general risks affecting the real estate industry; adverse economic or ~~supplemented~~real byestate developments in the Company’s ~~other~~existing ~~filings~~markets; ~~with~~reductions ~~the~~in ~~Securities~~asset valuations and ~~Exchange~~related ~~Commission.~~impairment ~~Forward-looking~~charges; ~~statements~~risks ~~are~~associated ~~necessarily~~with ~~speculative~~downturns in ~~nature,~~domestic and itlocal ~~can~~economies; bepotential ~~expected~~liability ~~that~~for ~~some~~uninsured orlosses; ~~all~~risks ofassociated with the ~~assumptions~~Company’s ~~underlying~~potential ~~any~~failure ~~forward-looking~~to ~~statements~~qualify ~~will~~as ~~not~~a ~~materialize~~REIT orunder ~~will~~the ~~vary~~Internal ~~significantly~~Revenue ~~from~~Code ~~actual~~of ~~results.~~1986, ~~Variations~~as ofamended ~~assumptions~~(the “Code”), and ~~results~~possible ~~may~~adverse bechanges ~~material.~~in Totax ~~the~~and ~~extent~~environmental ~~that~~laws; and risks associated with the Company’s ~~assumptions~~dependence ~~differ~~on ~~from~~key ~~actual~~personnel ~~results~~of CFI or its affiliates whose continued service is not guaranteed. For a further list and description of such risks and uncertainties, see the reports filed by us with the SEC, including the Company’s ~~ability~~most torecent ~~meet~~annual ~~such~~report on Form 10-K and quarterly reports on Form 10-Q. Any forward-looking ~~statements~~statement ~~may~~speaks beonly ~~significantly~~as ~~and~~of ~~negatively~~the ~~impacted~~date of the report. ~~You~~The ~~are~~Company ~~cautioned~~disclaims ~~not~~any tointention ~~place~~or ~~undue~~obligation ~~reliance~~to onupdate or revise any forward-looking statements, whether as a result of new information or developments, future events or otherwise.

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.

	RODIN INCOME TRUST, INC.	~~RODIN INCOME TRUST, INC.~~
Date: April 27, 2022		By:	/s/ John C. Griffin
Date: September 16, 2022		By:	/s/ John C. Griffin
			Name: John C. Griffin
			Title: Chief Financial Officer

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