Securities Registration: Employee Benefit Plan (s-8)
02 Mars 2022 - 10:13PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on March 2, 2022
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
GLOBAL MEDICAL REIT INC.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of
incorporation or organization) |
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46-4757266
(I.R.S. Employer
Identification No.) |
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2 Bethesda Metro Center, Suite 440
Bethesda, MD 20814
(Address of principal executive offices, including zip code) |
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Global Medical REIT Inc. 2016 Equity Incentive
Plan
(Full title of the plan)
Jeffrey M. Busch
Global Medical REIT Inc.
2 Bethesda Metro Center, Suite 440
Bethesda, MD 20814
(202) 524-6851
(Name, address and telephone number, including
area code, of agent for service)
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Large accelerated filer x |
Accelerated filer ¨ |
Non-accelerated filer ¨ |
Smaller reporting company ¨ |
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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 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”). |
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INTRODUCTORY STATEMENT
Global Medical REIT Inc.,
a Maryland corporation (the “Registrant”), is filing this Registration Statement on Form S-8 (the “Registration Statement”)
relating to the additional shares of its common stock, par value $0.001 per share, issuable pursuant to the terms of the Global Medical
REIT Inc. 2016 Equity Incentive Plan, as amended from time to time (the “Plan”). Pursuant to General Instruction E to Form
S-8, the Registrant hereby incorporates by reference into this Registration Statement the contents of the prior registration statements
on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on June 30, 2016 (File No. 333-212343)
relating to the Plan and June 21, 2019 (File No. 333-232279) relating to the amendment to the Plan that was approved by the Registrant’s
stockholders on May 29, 2019 (collectively, the “Prior Registration Statements”), including periodic reports that the Registrant
filed after the Prior Registration Statements to maintain current information about the Registrant, except to the extent otherwise updated
or modified by this Registration Statement. The additional 1,500,000 shares of common stock that are the subject of this Registration
Statement relate to the amendment to the Plan that was approved by the Registrant’s stockholders on May 26, 2021 to increase
the number of authorized shares available for issuance under the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
In accordance with the instructional note to Part
I of Form S-8 as promulgated by the SEC, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.
The documents containing the information specified in Part I will be delivered to the participants in the Plan covered by this Registration
Statement as required by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. |
Incorporation of Documents by Reference. |
Except to the extent that
information is deemed furnished and not filed pursuant to securities laws and regulations, the Registrant hereby incorporates by reference
into this Registration Statement the following documents:
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(b) |
All other reports (excluding any information furnished under Items 2.02 or 7.01 of Form 8-K) filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Form 10-K referred to in (a) above; and |
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(c) |
The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on June 28, 2016, as such description may be amended from time to time. |
Except to the extent that
information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed
to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents.
Any statement contained in
a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
* Filed herewith.
SIGNATURES
Pursuant to the requirements
of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Bethesda, State of Maryland, on March 2, 2022.
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GLOBAL MEDICAL REIT INC. |
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By: |
/s/ Jeffrey
M. Busch |
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Name: |
Jeffrey M. Busch |
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Title: |
Chief Executive Officer |
POWER OF ATTORNEY
KNOWN ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below authorizes and appoints Jeffrey M. Busch as such person’s true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place
and stead in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement
and any additional registration statement pursuant to Rule 462(b) under the Securities Act, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and to all intents and purposes
as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,
or such person’s or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on March 2, 2022.
Signature |
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Title |
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/s/ Jeffrey M. Busch |
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Chairman and Chief Executive Officer |
Jeffrey M. Busch |
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(Principal Executive Officer) |
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/s/ Robert J. Kiernan |
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Chief Financial Officer |
Robert J. Kiernan |
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(Principal Financial and Accounting Officer) |
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/s/ Henry E. Cole |
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Director |
Henry E. Cole |
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/s/ Paula R. Crowley |
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Director |
Paula R. Crowley |
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/s/ Matthew L. Cypher, Ph. D |
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Director |
Matthew L. Cypher, Ph. D |
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/s/ Zhang Huiqi |
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Director |
Zhang Huiqi |
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/s/ Ronald Marston |
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Director |
Ronald Marston |
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/s/ Roscoe Moore, Jr. |
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Director |
Roscoe Moore, Jr. |
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/s/ Lori Wittman |
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Director |
Lori Wittman |
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