UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 1527, 2018

First Capital Real Estate Trust Incorporated

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

333-178651		45-3770595
(Commission File Number)		(IRS Employer Identification No.)

410 Park Avenue 14^th Floor New York, NY 10022
(Address, including zip code, of Principal Executive Offices)
(917) 475-9646
(Registrant’s Telephone Number, Including Area Code)

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))

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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On June 15 27, 2018, First Capital Real Estate Trust Incorporated (the “Company”), ~~along with~~ through First Capital Real Estate Operating Partnership, L.P., (the ~~Company’s~~“OP”), its operating partnership, entered into a Contribution Agreement (the “OPContribution Agreement”) ~~and~~with ~~T-9~~Talon ~~Developers~~OP, ~~LLC~~L.P., a Minnesota limited partnership (“~~T-9 Developers,~~Contributor”) ~~and~~for ~~together~~the ~~with~~acquisition ~~the~~of ~~Company~~Contributor’s right, title and ~~the~~interest ~~OP,~~in ~~the~~Talon ~~“Seller~~First ~~Parties”)~~Trust, LLC, ~~entered~~a ~~into~~Delaware alimited ~~Sale~~liability ~~Agreement~~company (~~the~~ “~~Agreement~~Talon First”) ~~with~~, ~~Gadsden~~a ~~Growth~~wholly-owned ~~Properties,~~subsidiary ~~Inc~~of Contributor., aOther ~~Maryland~~than ~~corporation~~as set ~~(“Gadsden”)~~forth ~~and~~in ~~its~~this ~~subsidiary,~~Current ~~Gadsden~~Report ~~Growth~~on ~~Properties~~Form 8-K, ~~L.P.~~ ~~(“Gadsden~~there ~~OP,”~~are no material relationships between the Company and ~~together~~the ~~with~~OP ~~Gadsden~~on the one hand and Contributor, on the ~~“Gadsden~~other ~~Parties”)~~hand.

Pursuant to the Contribution Agreement, ~~the~~Contributor ~~Seller Parties have~~ agreed to transfer toall ~~Gadsden~~of ~~Realty~~its ~~Investments,~~membership ~~LLC,~~interests ain ~~Delaware~~Talon ~~limited~~First ~~liability~~to ~~company~~the ~~(“Gadsden~~OP. ~~Realty Investments”),~~In ~~their~~consideration ~~respective~~for ~~interests~~such intransfer ~~Township~~the ~~Nine~~OP ~~Owner,~~will ~~LLC~~issue ~~(“T9~~to ~~Owner”),~~Contributor a$40.0 ~~Delaware~~million ~~limited~~in ~~liability~~units ~~company~~of ~~and~~ its ~~interests in~~limited ~~Capitol~~partnership ~~Station Holdings, LLC~~ interests (“~~Capitol~~OP ~~Station Holdings~~Units”), ~~Capitol~~or ~~Station Member~~2,495,321 ~~LLC~~OP ~~(“Capitol~~Units ~~Station Member”)~~based ~~and~~on ~~Capitol~~a ~~Station~~valuation ~~65,~~of ~~LLC~~$16.03 ~~(“Capitol~~per ~~Station~~OP ~~65”),~~Unit. asAt ~~well~~the asclosing, in the 23OP ~~parcels~~will ~~of land located in~~also ~~Sacramento,~~assume ~~California known as~~ the T9existing ~~Properties.~~indebtedness ~~The~~on OPthe ~~owns~~Property ~~92% of~~ (the ~~limited~~“Existing ~~liability~~Loan”) ~~company~~made ~~interests~~by inGamma Lending ~~T9 Owner~~Omega, ~~which owns~~LLC ~~100%~~in ofan ~~the~~amount ~~limited~~not ~~liability~~to ~~company~~exceed ~~interests~~$58.0 inmillion. ~~Capitol~~As ~~Station Holdings, which owns 100%~~ of ~~the~~June ~~limited~~27, ~~liability~~2018, ~~company~~the ~~interests~~Existing inLoan ~~Capitol~~had ~~Station~~an ~~Member,~~outstanding ~~which~~principal ~~owns~~amount ~~100%~~ of approximately ~~the~~$51,600,000 ~~limited~~and ~~liability~~bore ~~company~~interest ~~interests~~at ina ~~Capitol~~default ~~Station~~rate 65of 18.567% ~~Capitol Station~~per 65annum. ~~owns~~The ~~the~~Existing T9Loan ~~Properties.~~matured Ason ~~disclosed~~January in26, ~~the~~2018 ~~Company’s~~and is ~~Current~~currently ~~Report~~in ondefault. ~~Form~~In ~~8-K~~connection ~~dated~~with ~~May~~the ~~30,~~Contribution ~~2017~~Agreement, ~~each~~the ~~of T9 Owner~~Company, ~~Capitol~~OP ~~Station Holdings, Capitol Station Member~~ and ~~Capitol~~their ~~Station~~affiliates 65agreed ~~have~~to ~~filed~~hold harmless aContributor ~~voluntary~~and ~~petition~~its ~~for~~affiliates ~~relief~~from ~~under chapter~~any 11and ofall ~~the~~obligations ~~United~~and ~~States~~liability ~~Bankruptcy~~with ~~Code~~respect to the ~~United~~Existing ~~States~~Loan ~~Bankruptcy~~pursuant to ~~Court~~an ~~for~~Indemnity ~~the~~and ~~Eastern~~Hold ~~District~~Harmless ofAgreement ~~California~~ (~~Case No.~~the ~~17-23627~~“Indemnity Agreement”).

InThe foregoing ~~exchange~~description ~~for the transfer~~ of the ~~Seller Parties’~~Contribution ~~interests,~~Agreement ~~the~~is ~~Gadsden~~a ~~Parties~~summary ~~have~~only ~~agreed~~and tois ~~assume~~qualified ~~the~~in ~~outstanding~~its ~~debt~~entirety onby ~~the~~reference ~~T9 Properties not~~ to ~~exceed $54.5 million and pay to~~ the ~~Seller Parties consideration totaling approximately $33.5 million, consisting of 200,000 shares of the Convertible~~complete ~~Series~~text ~~A Preferred Stock~~ of ~~Gadsden, 2,241,357 shares of~~ the ~~Nonvoting~~Contribution ~~Convertible Series B Preferred Stock of Gadsden (“Series Preferred B Stock”) and 605~~Agreement,~~000~~ ~~shares~~which ofis ~~the~~attached ~~Common~~as ~~Stock~~Exhibit ~~of Gadsden (collectively, the “Transaction Shares”), subject to adjustment. In addition to the Transaction Shares, Gadsden will issue up to $~~10 ~~million of additional shares of Series B Preferred Stock (based upon a deemed value of $10~~.001 ~~per share)~~ to ~~SRS,~~this ~~LLC,~~Current ~~the~~Report ~~designee~~on ofForm ~~the Seller Parties, upon the achievement of certain milestones, including the receipt of approval from the City of Sacramento of the improvement plans and final subdivision map~~8-K.

~~Pursuant~~The foregoing todescription ~~the Agreement, the obligations~~ of the ~~parties~~Indemnity ~~are~~Agreement ~~subject~~is toa ~~the~~summary ~~satisfactory~~only ~~completion~~and ofis aqualified ~~due~~in ~~diligence~~its ~~review~~entirety ofby ~~the~~reference ~~Property, in addition~~ to ~~other~~the ~~conditions~~complete totext ~~closing. Each~~ of the ~~Seller~~Indemnity ~~Parties and the Gadsden Parties has the right to terminate the~~ Agreement, ~~under~~which ~~certain~~is ~~circumstances. The~~attached ~~Agreement~~as ~~contains~~Exhibit ~~customary representations and warranties by the Seller Parties~~10.2 ~~There~~to ~~can~~this beCurrent noReport ~~assurance~~on ~~that~~Form ~~a transaction will be consummated~~8-K.

The ~~foregoing~~ description of the ~~transaction~~Property is(as adefined ~~summary~~below) ~~only and~~set isforth ~~qualified~~ in ~~its~~Item ~~entirety~~2.01 ~~by reference to the complete text~~ of ~~the Agreement and the exhibits thereto and the Acceptance, which is attached as Exhibit 10.1 to~~ this Current Report on Form 8-K ~~and~~is incorporated by reference into ~~herein~~this Item 1.01 in its entirety.

~~Gadsden’s~~Item ~~business strategy will focus on the acquisition, development and management of property across all non- residential real property investment segments in the United States and abroad~~2. ~~Its~~01. ~~revenue~~Completion ~~strategy is designed to create a stable overall return profile through long and mid- term leases and generating increased asset value by acquiring undervalued assets and improving management~~ of ~~acquired~~Acquisition ~~properties,~~or ~~better~~Disposition ~~lease terms and tenant mix, and expansion~~ of ~~assets~~Assets. ~~Gadsden also expects to accelerate its income growth by continuing its investment strategy of acquiring additional properties that maintain a diversified property asset portfolio.~~

~~Gadsden~~On June ~~and~~27, 2018, pursuant to an Assignment of LLC Member Interest executed by Contributor (the “Assignment”), the Company, orthrough ~~its~~the ~~subsidiaries~~OP, acquired the membership interests in Talon First. Talon First owns the fee simple interests ~~are~~in ~~also~~the ~~party~~property tolocated ~~certain~~at ~~other~~180 ~~contracts~~East as5th ~~described~~Street, St. Paul, Minnesota (the “Property”), an office building located in ~~Item~~St. 8Paul’s central business district.01 The Property contains 672,000 rentable square feet and is 79% leased to 25 tenants. The Property’s largest tenants are Ditech Financial LLC, Group Health Plan, Inc. (Health Partners) and GSA Army Corp. of ~~this~~Engineers, ~~Current~~each ~~Report~~representing approximately 42.6%, 29.25%, and 19.98% of annualized cash base rent, respectively (based on ~~Form~~2017 ~~8-K~~gross rental income).

~~Item~~The following 8table provides information relating to lease commencement and termination dates, rentable square feet, annualized cash base rent, rental escalations and renewal options for the three largest tenants, which represent greater than 10% of total annualized cash base rent.01 Each of the below leases represents greater than 10% of total rentable square feet. ~~Other~~No ~~Events~~other tenants represent greater than 10% of total rentable square feet.

Delaware Statutory Trusts

Tenant

Lease Commencement Date

Lease Termination Date

Rentable Square Feet

Annualized Cash Base Rent (in thousands)

Rental Escalations

Renewal Options

Ditech Financial LLC

1/1/2018

12/31/2027

141,109

2,855

$0.25 per square foot through 2021; $0.50 per square foot through 2027

Two 5-year renewal options

Group Health Plan, Inc. (Health Partners)

8/1/2008

4/30/2023

102,894

1,960

$0.50 per square foot annually(1)

Two 5-year renewal options

GSA Army Corp. of Engineers

1/1/2018

5/31/2020

94,330

1,339

None

~~On May 29, 2018, the OP entered into Omnibus Sale Agreements with Gadsden for the sale of its interests in UR Hanes, DST~~ (~~“Hanes”~~1) ~~and UR Lippencott DST (“Lippencott”). The OP owns 7% of the ownership interests in~~ ~~Hanes and 17% of the Ownership Interests in Lippencott.~~ The ~~purchase~~lease ~~price~~provides for ~~the~~a ~~sale of the interests in Hanes, is~~ $~~305,000~~5 ofper ~~shares~~square offoot ~~Series~~tenant Bimprovement ~~Preferred Stock~~allowance ~~and~~through ~~the~~April ~~purchase~~2021. ~~for~~Any ~~the~~unused ~~sale~~portion ofthereafter ~~the interests in Lippencott, is $615,000 of~~may ~~shares~~be ofcredited ~~Series~~against ~~B Preferred Stock~~rent.

~~Sacramento~~The Property ~~Home~~went ~~Lots~~into foreclosure on June 29, 2018. Under Minnesota law, the property owner continues to hold title to the property and has six months to redeem the asset. The Company plans to refinance the asset; however, there can be no assurance that the Company will be able to do so on terms it deems favorable or at all.

~~On June 7, 2018, Jessie Avenue, LLC (“Jessie~~Upon ~~Avenue”)~~the ~~and~~closing ~~Roseville Road, LLC (“Roseville Road”), indirect subsidiaries~~ of the ~~Company~~acquisition, ~~entered into a Purchase and Sale Agreement with Gadsden for~~ the ~~sale~~Company ofrenamed ~~certain~~Talon ~~residential~~First ~~home lots owned by Jessie Avenue and Roseville Road located in Sacramento California that are entitled for development for $3,300,000. Gadsden has agreed~~ to ~~pay~~FC ~~the~~First ~~following consideration for such properties: $200~~Trust,~~000~~ ~~in cash and 118,983 shares of its Series A Preferred Stock (based on a valuation of $25~~LLC.~~00 per share). Gadsden will also assume debt on the properties in an amount equal to approximately $1.9 million.~~

~~Valley Center Project~~2

~~On June~~The 7,foregoing ~~2018,~~description ~~Gadsden,~~of the ~~Company~~Assignment ~~and~~is ~~the~~a OPsummary ~~signed~~only aand ~~letter~~is ~~agreement~~qualified ~~relating~~in toits ~~the~~entirety ~~purchase~~ by ~~Gadsden~~reference ~~from~~to athe ~~third~~complete ~~party~~text of ~~certain~~ ~~land~~the ~~located in Valley Center~~Assignment, ~~California.~~which ~~The~~is ~~Company~~attached ~~and~~as ~~the~~Exhibit ~~OP had previously entered into a contract with such third party relating to such property~~10.3 ~~In exchange for the rights of the Company and the OP relating~~ to ~~the~~this ~~property,~~Current ~~Gadsden~~Report ~~agreed~~on toForm ~~issue the OP 2,500,000 shares of its Series B Preferred Stock~~8-K.

~~Waterstone~~The ~~Assignment~~description of the Contribution Agreement set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01 in its entirety.

AsItem ~~disclosed in~~2.03 ~~the~~Creation ~~Company’s~~of ~~Current Report on Form 8-K dated April 9, 2018, the Company and the OP previously entered into~~ a ~~entered into~~Direct aFinancial ~~purchase~~Obligation ~~and~~or ~~sale~~an ~~agreement~~Obligation ~~(the~~under “Waterstone Agreement”) with 1300 West Bartlett Road Fee, LLC, 2645 Federal Signal Drive Fee, LLC and 434 Tolland Turnpike, LLC to acquire the fee title interests in the properties located at 1300 West Bartlett Road, Elgin, Illinois, 2645 Federal Signal Drive, University Park, and 428 Tolland Turnpike, Manchester, Connecticut and certain improvements and rights pertaining thereto. The Company and the OP expect to enter into an ~~agreement~~Off-Balance toSheet ~~assign~~Arrangement ~~their~~of ~~respective rights in the Waterstone Agreement to Gadsden in exchange for~~ a ~~$3,000,000 fee payable in Series B Preferred Stock~~Registrant. ~~In addition, the OP expects that the units of limited partnership interests in the OP that have been issued to the sellers pursuant to the Waterstone Agreement will be refunded to the OP.~~

The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

Exhibit	~~Exhibit~~Description	~~Description~~
10.1	10Contribution Agreement, dated as of June 27, 2018, by and between First Capital Real Estate Operating Partnership, L.1P. and Talon OP, L.P.	Sale Agreement, dated as of June 15, 2018, by and among First Capital Real Estate Trust Incorporated, First Capital Real Estate Operating Partnership, L.P., T-9 Developers, LLC, Gadsden Growth Properties, Inc., and Gadsden Growth Properties, L.P.

10.2

Indemnity and Hold Harmless Agreement, dated as of June 27, 2018, by and among First Capital Real Estate Operating Partnership L.P., FC First Trust LLC, f/k/a Talon First Trust, LLC, First Capital Real Estate Trust Incorporated, Talon OP, L.P., Talon Real Estate Holding Corp., and Matthew and Brenda Kaminski

10.3	Assignment of LLC Member Interest, dated as of June 27, 2018, by Talon OP, L.P.

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.

	FIRST CAPITAL REAL ESTATE TRUST INCORPORATED
Date: June 21, 2018	By:	/s/ Suneet Singal
Date: July 3, 2018	By:	/s/ Suneet Singal
		Name:	Suneet Singal
		Title:	Chief Executive Officer, Chairman of the Board of Directors, Treasurer and Secretary

EXHIBIT INDEX

Exhibit	~~Exhibit~~Description	~~Description~~
10.1	10Contribution Agreement, dated as of June 27, 2018, by and between First Capital Real Estate Operating Partnership, L.1P. and Talon OP, L.P.	Sale Agreement, dated as of June 15, 2018, by and among First Capital Real Estate Trust Incorporated, First Capital Real Estate Operating Partnership, L.P., T-9 Developers, LLC, Gadsden Growth Properties, Inc., and Gadsden Growth Properties, L.P.

10.2 Indemnity and Hold Harmless Agreement, dated as of June 27, 2018, by and among First Capital Real Estate Operating Partnership L.P., FC First Trust LLC, f/k/a Talon First Trust, LLC, First Capital Real Estate Trust Incorporated, Talon OP, L.P., Talon Real Estate Holding Corp., and Matthew and Brenda Kaminski

10.3	Assignment of LLC Member Interest, dated as of June 27, 2018, by Talon OP, L.P.

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