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 31, 2018

RW Holdings NNN REIT, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (855) 742-4862

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:

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. x

Item 8.01.   Other Events.

Acquisition

On October 31, 2018, RW Holdings NNN REIT, Inc. (the “Company”), through a wholly-owned subsidiary of its operating partnership, completed the acquisition of a single-story office building with approximately 72,890 square feet located in Richmond, Virginia. This property is 100% leased to Bon Secours Mercy Health, Inc., which recently changed its name from Bon Secours Health System, Inc. after its recent merger with Mercy Health on September 1, 2018. Bon Secours Mercy Health is a nonprofit corporation with 43 hospital locations, a presence in seven states and more than 57,000 employees. The property’s triple-net lease expires on August 31, 2026. The property is expected to generate $6,530,000 in total rental revenue over the course of its remaining lease term. The contract purchase price for the property was $10,516,000 which was funded with $1,516,000 in net proceeds from the Company’s registered offering of Class C common stock and $9,000,000 drawn under the Company’s unsecured line of credit. The seller of the property was not affiliated with the Company or its affiliates. Under the terms of the Company’s Second Amended and Restated Advisory Agreement with its sponsor, BrixInvest, LLC, and its advisor, Rich Uncles NNN REIT Operator, LLC (the “Advisor”), the Company will pay the Advisor an acquisition fee of $315,480 in connection with this acquisition.

Dividends

On October 29, 2018, the board of directors of the Company declared distributions based on daily record dates for the period November 1, 2018 through November 30, 2018 at a rate of $0.00195412 per share per day on the outstanding shares of the Company’s Class C and Class S common stock, which the Company will pay on December 26, 2018. The daily dividend rate of $0.00195412 per share of Class C and Class S common stock per day represents an annualized rate of return for the month of November, if paid each day for a 365-day period, equal to 7.0% based on a $10.05 value per share of Class C and Class S common stock.

Safe Harbor Statement

The amount of future cash distributions, and the declaration and payment thereof, will be determined by the Company’s board of directors based on the Company’s financial condition and such other factors as the board of directors deems relevant. The Company’s operating performance and the timing and amount of future cash distributions is subject to risks and uncertainties as described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.  

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.

Date: October 31, 2018