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) ~~October~~January ~~19,~~13 ~~2023~~,2026

KORTH DIRECT MORTGAGE INC.

(Exact name of registrant as specified in its charter)

Florida	000-1695962	27-0644172
(State or other Jurisdiction of incorporation)	Commission File Number	(IRS Employer Identification No.)

135 San Lorenzo Avenue, Suite 600, Coral Gables, FLFlorida ~~33146~~33133

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (~~305~~786) ~~668~~567-~~8485~~3117

	n/a
(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.~~14d~~13e-24(bc))

¨ 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
n/a	n/a	n/a

~~Indicate~~The byRegistrant ~~check~~voluntarily ~~mark~~files ~~whether~~Exchange ~~the registrant is an emerging growth company as defined in Rule 405 of the Securities~~ Act ofReports ~~1933~~and ~~(§230.405~~has ~~of this chapter) or Rule 12b-2 of the~~filed ~~Securities~~all Exchange Act ofreports ~~1934~~for ~~(§240.12b-2~~the ofpreceding ~~this~~12 ~~chapter)~~months.

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 x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying ~~with~~ with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 14.01 ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

OnThe ~~October~~Company 13was notified that Carr, ~~2023~~Riggs, ~~KDM~~& ~~MFB LLC~~Ingram, aLLC ~~Delaware~~(“CRI”) acquired, ~~limited~~effective ~~liability~~as ~~company~~of ~~(the~~January ~~“KDM~~1, ~~Sub”)~~2026, acertain ~~wholly~~assets ~~owned~~related ~~subsidiary~~to the capital markets practice of byBerkowitz ~~Korth~~Pollack ~~Direct~~Brant ~~Mortgage~~Advisors ~~Inc.(the~~+ CPAs, LLP (“~~Company~~BPB”). ~~entered~~In ~~into~~conjunction awith ~~$100~~this transaction,~~000,000~~ ~~Master~~on ~~Repurchase~~January ~~and~~13, ~~Securities~~2026, ~~Contract~~the ~~credit~~Company ~~facility~~received ~~with~~notification ~~Churchill~~from BPB ~~MRA~~that ~~Funding~~they Iwere ~~LLC~~resigning (as the ~~“Agreement”). The~~ Company’s ~~will~~independent ~~use~~registered ~~the~~public ~~credit~~accounting ~~facility~~firm, ~~provided~~effective byimmediately. ~~the~~On ~~Agreement~~January ~~(the “Line”)~~20, ~~to finance~~ 2026, the Company’s ~~expansion~~Board of ~~its~~Directors ~~lending~~approved ~~operations~~the inappointment ~~multi-family~~of ~~and~~CRI ~~multifamily~~as ~~bridge~~the Company’s new independent registered public accounting ~~financing~~firm.

~~Pursuant~~BPB’s toaudit ~~the~~reports ~~Agreement, the Company, through the KDM Sub, may borrow against the Line to issue first priority commercial mortgages~~ on the ~~real~~Company’s ~~property~~consolidated ~~assets~~financial ~~described~~statements ~~above~~for (the ~~“Loans”).~~fiscal ~~Each~~years ofended ~~the~~December ~~Loans~~31, ~~will~~2024 ~~be issued in accordance with the underwriting~~ and ~~ratings criteria~~December ~~outlined in the Agreement. Churchill will purchase the Loans to provide the funds under the Line~~31, ~~and~~2023 ~~the~~did ~~KDM~~not ~~Sub~~contain ~~will~~an ~~repurchase the~~adverse ~~Loans~~opinion ~~from Churchill coincident with securitization~~ or ~~other~~a ~~disposition~~disclaimer ~~or pooling~~ of ~~the Loans under the terms~~ opinion, and ~~timeframes~~were ~~set forth~~not inqualified ~~more~~or ~~detail~~modified inas ~~the~~to ~~Agreement.~~uncertainty, ~~The~~audit ~~Loans~~scope, ~~may also remain on the Line without repurchase by the KDM Sub where the Loan has a maturity of 3 years~~ or ~~less~~accounting principles.

The Agreement is secured by collateral specified in the Agreement, which includes among other things, the Loans. The Agreement contains financial covenants of the Company and KDM Sub, including limitations on the incurrence of certain debt and requirements to maintain certain financial ratios and minimum net worth. Additionally, in order to provide surety to Churchill, the Company has provided a limited guaranty guaranteeing payment for a limited set of events outlined in Section 2 of the Limited Guaranty. The Company has agreed to certain financial and liquidity covenants in the Limited Guaranty.SIGNATURES

~~The~~Pursuant ~~foregoing descriptions of the Agreement are not complete and are qualified in their entirety by reference~~ to the ~~full~~requirements ~~text~~ of the ~~Agreement~~Securities Exchange ~~and~~Act of ~~the Company’s limited guaranty attached hereto as Exhibits1.01 and 1.02~~1934, ~~which~~the ~~are~~registrant ~~incorporated~~has byduly ~~reference~~caused ~~herein.~~this ~~The~~report ~~attached~~to ~~agreements~~be ~~have~~signed ~~been redacted~~on toits ~~remove~~behalf ~~any~~by ~~confidential~~the ~~information~~undersigned orhereunto ~~commercially~~duly ~~sensitive materials~~authorized.

Item 9.01 Financial Statements and Exhibits

Dated: January 20, 2026	KORTH DIRECT MORTGAGE INC.

	By:	/s/ Holly C. MacDonald-Korth
		Holly C. MacDonald-Korth,
		President and Chief Executive Officer

Exhibit	Description
1.01	Master Repurchase Agreement and Securities Contract dated October 13, 2023 between KDM MFB LLC and Churchill MRA Funding I LLC and Korth Direct Mortgage Inc. as Guarantor.
1.02	Limited Guaranty between Korth Direct Mortgage Inc. and Churchill MRA Funding I LLC dated as of October 13, 2023.

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.

Dated: October 19, 2023	KORTH DIRECT MORTGAGE INC.
	By:	/s/ Holly C. MacDonald-Korth
		Holly C. MacDonald-Korth,
		Chief Executive Officer

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