Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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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 13, 2022

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Drive Shack Inc.

(Exact name of registrant as specified in its charter)

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Maryland

(State or other jurisdiction of incorporation)

001-31458		81-0559116
(Commission File Number)		(IRS Employer Identification No.)

10670 N. Central Expressway Suite 700 Dallas, TX		75231
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code [phone]

N/A

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

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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:

☐	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
Common Stock, $0.01 par value per share	DS	New York Stock Exchange (NYSE)
9.75% Series B Cumulative Redeemable Preferred Stock, $0.01 par value per share	DS-PB	New York Stock Exchange (NYSE)
8.05% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share	DS-PC	New York Stock Exchange (NYSE)
8.375% Series D Cumulative Redeemable Preferred Stock, $0.01 par value per share	DS-PD	New York Stock Exchange (NYSE)

 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. ☐

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Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 13, 2022, Drive Shack Inc. (the “Company”) delivered written notice to the New York Stock Exchange (the “NYSE”) of its intention to voluntarily delist its securities from NYSE and deregister its securities under the Section 12(b) and Section 12(g) of Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and suspend its reporting obligations under Section 15(d) of the Exchange Act. On December 13, 2022, the Company issued a press release announcing the decision to voluntarily delist and deregister its securities.

The Company intends to file a Form 25 with the Securities and Exchange Commission (“SEC”) or about December 23, 2022 to effect the voluntary withdrawal of the listing of its securities from NYSE and the deregistration of its securities under Section 12(b) of the Exchange Act. The Company anticipates that the delisting from NYSE and deregistration under Section 12(b) of its securities will become effective on or about January 3, 2023. Following the effectiveness of the Form 25, the Company intends to file with the SEC a Form 15 to deregister the Company’s securities under Section 12(g) of the Exchange Act and suspend its reporting obligations under Section 15(d) of the Exchange Act.

The foregoing description of the press release, dated December 13, 2022, is qualified in its entirety by the full text of the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)	Exhibits
99.1	Press Release, dated December 13, 2022.
104	Cover Page Interactive Data File (formatted as Inline XBRL).

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SIGNATURE

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.

	DRIVE SHACK INC.
	(Registrant)
	/s/ Nicholas M. Foley
	Secretary

Date:  December 13, 2022

 

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