{"url_path":"/sec/xrn-pb/8-k/2026-05-08/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1533615/0001104659-26-057976-index.html","accession_number":"0001104659-26-057976","cik":"0001533615","ticker":"XRN-PB","issuer_name":"Chiron Real Estate Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1533615/0001104659-26-057976-index.html","primary_entity_key":"0001533615","primary_entity_name":"Chiron Real Estate Inc."},"word_count":3889,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive\nAgreement**\n\n \n\n**Investment Agreement**\n\n \n\nOn May 6, 2026, Chiron Real Estate Inc.\n(the “Company”) entered into an Investment Agreement (the “Investment Agreement”) with Maewyn XRN LP (the “Maewyn\nPurchaser”) and each other purchaser that may become a party to this Investment Agreement from time to time (collectively, the “Purchasers”).\nPursuant to the Investment Agreement, the Company agreed to issue and sell to the Purchasers a total of 1,000,000 shares of a new series\nof 6.00% Series C Convertible Perpetual Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), at a\npurchase price of $100.00 per share, for aggregate gross proceeds of up to $100.0 million (the “Commitment Amount”) (the “Private\nPlacement”). The sale of Series C Preferred Stock may occur in multiple tranches. On the terms and subject to conditions set\nforth in the Investment Agreement, including certain customary closing conditions, the Company will submit an initial funding request\nto Purchasers specifying the amount of Series C Preferred Stock that it intends to sell, in a minimum amount of $25.0 million, with\nthe closing of such initial sale occurring on or prior to June 20, 2026 (the “Initial Closing”). Following the occurrence\nof the Initial Closing until November 6, 2026, the Company may submit additional funding requests (each, a “Subsequent Funding\nRequest”) to draw any amount (subject to a minimum of $25.0 million per funding request, or the remaining unfunded Commitment Amount\nif less than $25.0 million) up to the maximum aggregate Commitment Amount of $100.0 million. The Investment Agreement contains certain\ncustomary representations, warranties, covenants and agreements of the Company and the Purchasers. The Company will reimburse the Purchasers\nfor all reasonable and documented fees and expenses of counsel to the Purchasers through the Initial Closing, up to an aggregate amount\nof $250,000 (“reimbursable expenses”). In addition, the Company will pay a commitment fee to the Purchasers equal to 3% of\nthe Commitment Amount (“commitment fee”). The Company expects to use the proceeds from the Private Placement for general business\nand working capital purposes, including potential future acquisitions.\n\n \n\nThe foregoing description of the Investment\nAgreement does not purport to be complete and is qualified in its entirety by the full text of the Investment Agreement attached as Exhibit 10.1\nhereto.\n\n \n\n**Investor Rights Agreement**\n\n \n\nIn connection with the Private Placement,\non May 6, 2026, the Company and the Purchasers entered an Investor Rights Agreement.\n\n \n\n*Registration Rights*\n\n \n\nPursuant to the terms of the Investor Rights Agreement, the Purchasers\nand their assignees will have customary registration rights with respect to the resale of the shares of Series C Preferred Stock,\nthe Common Stock (as defined below) into which the Series C Preferred Stock are convertible, the Warrants (as defined below) and\nthe shares of Common Stock for which the Warrants are exercisable, including resale shelf registration rights, underwritten shelf takedown\ndemand rights and “piggyback” rights, subject to customary cutbacks, suspensions and other conditions.\n\n \n\n*Maewyn Board Nomination Rights*\n\n \n\nPursuant to the Investor Rights Agreement,\nthe Company agreed to cause one designee of the Maewyn Purchaser to be elected as a member of the Company’s Board of Directors (the\n“Board”) as soon as practicable following the Company’s 2026 Annual Meeting of Stockholders to be held on May 20,\n2026. The Company also agreed to appoint the Maewyn Purchaser designee as a member of the Nominating and Corporate Governance Committee\nof the Board. For so long as the Maewyn Purchaser and its affiliates beneficially own at least 5.0% of the Common Stock on a fully diluted\nbasis (the “Threshold Amount”), the Maewyn Purchaser shall have the right to nominate a replacement nominee for election or\nappointment to the Board, subject to the Company’s reasonable approval.\n\n \n\n \n\n \n\n \n\n*Maewyn Standstill Restrictions*\n\n \n\nFrom the date of the Investor Rights Agreement\nand until the date on which the Maewyn Purchaser ceases to have a nominee serving on the Board, the Maewyn Purchaser and its affiliates\nwill be subject to certain customary standstill obligations that restrict them from, among other things, (i) acting alone or in concert\nwith others to propose to control or knowingly influence the management, the Board or the policies of the Company, (ii) effecting,\nseeking or participating in, or assisting or encouraging any other person to effect, seek or participate in, (x) any tender or exchange\noffer, merger or other business combination involving the Company or any of its subsidiaries or a significant portion of the Company and\nits subsidiaries’ consolidated assets, (y) any recapitalization, restructuring, liquidation, dissolution or other extraordinary\ntransaction with respect to the Company or any of its subsidiaries, or (z) any solicitation of proxies or consents to vote any voting\nsecurities of the Company, or (iii) entering into any short sale, equity swap, total return swap, or similar hedging or derivative\ntransaction designed to result in the disposition of any economic consequences of ownership of the Company’s equity securities,\nsubject to certain exceptions set forth in the Investor Rights Agreement.\n\n \n\n*Maewyn Consent Rights*\n\n \n\nFrom the date of the Investor Rights Agreement\nuntil the date that the Maewyn Purchaser ceases to beneficially own at least the Threshold Amount, the Company shall not, without the\naffirmative vote or written consent of the Maewyn Purchaser:\n\n \n\n• create, incur, assume, guaranty or\npermit the existence of any indebtedness of the Company or its subsidiaries (other than indebtedness that exists as of the date of the\nInitial Closing); provided, however, the Company will have the right, without such consent, to incur indebtedness if, pro forma for such\nindebtedness, the Consolidated Leverage Ratio (as defined in the Investor Rights Agreement) of the Company and its subsidiaries is equal\nto or less than 0.60 to 1:00;\n\n \n\n• revoke the Company’s status as\na “real estate investment trust” within the meaning of Sections 856 through 860 of the Internal Revenue Code of 1986, as amended;\nor\n\n \n\n• enter into certain transactions with\naffiliates.\n\n \n\nThe foregoing description of the Investor\nRights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Investor Rights Agreement attached\nas Exhibit 10.2 hereto.\n\n \n\n**Series C Preferred Stock**\n\n \n\nAt the Initial Closing, the Company will file\nwith the State Department of Assessments and Taxation of Maryland Articles Supplementary (a form of which is attached as Exhibit A\nto the Investment Agreement, the “Articles Supplementary”) classifying the Series C Preferred Stock and establishing\nthe preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and\nconditions of the Series C Preferred Stock.\n\n \n\nWith respect to payment of dividends and distribution\nof assets upon liquidation, dissolution or winding up of the Company, the Series C Preferred Stock will rank (i) senior to the\ncommon stock, par value $0.001 per share, of the Company (“Common Stock”) and all other classes and series of capital stock\nof the Company whose terms do not expressly provide that such class or series will rank on a parity basis with or senior to the Series C\nPreferred Stock with respect to the payment of dividends (“Dividend Junior Stock”) or the distribution of assets on the liquidation,\ndissolution or winding up of the Company (“Liquidation Junior Stock”), (ii) on a parity basis with each other class or\nseries of capital stock of the Company whose terms expressly provide that such class or series will rank on a parity basis with the Series C\nPreferred Stock with respect to the payment of dividends (“Dividend Parity Stock”) or the distribution of assets on the liquidation,\ndissolution or winding up of the Company (“Liquidation Parity Stock”) and (iii) junior to each class or series of capital\nstock of the Company whose terms expressly provide that such class or series ranks senior to the Series C Preferred Stock with respect\nto the payment of dividends (“Dividend Senior Stock”) or the distribution of assets on the liquidation, dissolution or winding\nup of the Company (“Liquidation Senior Stock”) and to all existing and future indebtedness and other non-equity claims on\nthe Company.\n\n \n\n \n\n \n\n \n\nThe Series C Preferred Stock will accumulate\ncumulative dividends (“Regular Dividends”) at a rate (the “Regular Dividend Rate”) per annum equal to 6.00% on\nthe Liquidation Preference (as defined below) thereof. The dividend rate will increase to 8% on the date that is four years after the\nlast date on which the Series C Preferred Stock is issued pursuant to the Investment Agreement and will increase by an additional\n2% on each subsequent anniversary thereafter up to a total of 12%. Regular dividends on the Series C Preferred Stock will be payable\nif, as and when authorized by the Company’s board of directors or any duly authorized committee thereof, to the extent not prohibited\nby law, quarterly in arrears on March 31, June 30, September 30 and December 31 of each year. Declared Regular Dividends\nwill be payable solely in cash. In the event that any accumulated Regular Dividend is not authorized and paid on the applicable Regular\nDividend payment date, then additional dividends (“Defaulted Regular Dividends”) will accumulate on the amount of such unpaid\nRegular Dividend, compounded quarterly at the Regular Dividend Rate.\n\n \n\nShares of the Series C Preferred Stock\nwill be entitled to participate on an as-converted basis in any dividend (a “Participating Dividend”) declared and paid on\n(i) the Common Stock, subject to certain exceptions, including a regular monthly cash dividend on the Common Stock that does not\nexceed the product of (x) 0.8 and (y) the quotient obtained by dividing Core Funds From Operations per share for the most recently\ncompleted fiscal quarter by three, and (ii) the common units of limited partnership interest (“OP Units”) of Chiron Real\nEstate LP that is not also declared and paid as a dividend on the Series C Preferred Stock pursuant to clause (i). In addition, so\nlong as any shares of Series C Preferred Stock remain outstanding, unless full Regular Dividends, including any Defaulted Regular\nDividends thereon, have been declared and paid in cash, the Company will be prohibited from declaring or paying any dividends on any Junior\nStock or OP Units, and dividends may only be declared or paid on Dividend Parity Stock on a pro rata basis with the Series C Preferred\nStock, and the Company and its subsidiaries will be prohibited from repurchasing, redeeming or otherwise acquiring for value any Junior\nStock or OP Units, in each case subject to certain exceptions.\n\n \n\nIn the event of any voluntary or involuntary liquidation, dissolution\nor winding up of the Company, each share of Series C Preferred Stock will entitle the holder, out of the Company’s assets or\nfunds legally available therefor, before any distribution out of the assets or funds of the Company may be made to or set aside for the\nholders of any Liquidation Junior Stock and subject to the rights of the holders of any Liquidation Senior Stock and the rights of the\nCompany’s creditors, to receive a payment equal to the greater of (i) the sum of the Liquidation Preference per share and all\nunpaid Regular Dividends, including any Defaulted Regular Dividends thereon, if any, that will have accumulated on such share to, but\nexcluding, the date of such payment and (ii) the amount such holder would have received had such holder converted such share into\nCommon Stock and held such Common Stock on the date of such payment. The “Liquidation Preference” with respect to any share\nof Series C Preferred Stock will be $100 per share.\n\n \n\nFor so long as any shares of the Series C\nPreferred Stock are outstanding, the affirmative vote of either (i) holders of Series C Preferred Stock and holders of each\nclass or series of Voting Parity Stock, if any, voting together as a single class, representing at least a majority of the combined outstanding\nvoting power of the Series C Preferred Stock and such Voting Parity Stock, if any, or (ii) the Maewyn Purchaser, will be required\nto (i) amend, modify or repeal any provision of the Company’s charter in a manner that materially and adversely affects the\nspecial rights, preferences or voting powers of the Series C Preferred Stock, (ii) (x) amend or modify the Company’s\ncharter to authorize or create, or to increase the number of authorized shares of, any Dividend Parity Stock, Liquidation Parity Stock,\nDividend Senior Stock or Liquidation Senior Stock or (y) authorize, create or issue any structurally senior equity, other than Series C\nConvertible Preferred Units issued by the Operating Partnership to the Company in connection with the issuance of Series C Preferred\nStock pursuant to the Investment Agreement and OP Units, at subsidiaries of the Company existing as of the date of the Initial Closing,\nsubject to certain exceptions, or (iii) consummate any consolidation or combination with, or merger with or into, another person,\nor any binding or statutory share exchange or reclassification involving the Series C Preferred Stock, unless (x) the Series C\nPreferred Stock either remains outstanding or is converted or reclassified into, or exchanged for, preference securities of the continuing,\nresulting or surviving person (or the parent thereof), (y) such remaining Series C Preferred Stock or preference securities\nhave rights, preferences and voting powers that, taken as a whole, are not materially less favorable (as determined by the Board) to the\nholders thereof than those of the Series C Preferred Stock immediately prior to such transaction, and (z) the issuer of such\nremaining Series C Preferred Stock or preference securities is a corporation or other entity organized under the laws of the United\nStates, any state thereof or the District of Columbia. Until such time as the Maewyn Purchaser beneficially owns (determined in accordance\nwith Rule 13d-3 under the Securities Exchange Act of 1934, as amended) less than 5.0% of the Common Stock on a fully diluted basis,\nany majority consent must include the Maewyn Purchaser.\n\n \n\n \n\n \n\n \n\nThe Series C Preferred Stock will be\nredeemable, in whole or in part, at the option of the Company at any time, subject to certain conditions, on or after the date that is\nfour years after the last date on which the Series C Preferred Stock is issued pursuant to the Investment Agreement (or earlier,\nin the case of a Terminating Holder (as defined below)), at a cash redemption price per share equal to the (i) Liquidation Preference\nof such share plus (ii) accumulated and unpaid Regular Dividends, including any Defaulted Regular Dividends thereon, on such share\nto, but excluding, the redemption date. If the redemption date is after a record date for a Regular Dividend or Participating Dividend\nand on or before the related payment date for such Regular Dividend or Participating Dividend, then the holder of such share will be entitled\nto receive such declared Regular Dividend or Participating Dividend on such share. In case of any redemption of only part of the shares\nof the Series C Preferred Stock at the time outstanding, the shares to be redeemed will be selected pro rata among holders. Except\nin the case of a Terminating Holder, the Company will only be permitted to redeem the Series C Preferred Stock if (i) the Common\nStock Liquidity Conditions (as defined below) with respect to such redemption are satisfied; (ii) with respect to any holder that\nhas delivered a countersigned Warrant Agreement (as defined below), the Company has delivered an executed Warrant Agreement and Warrant\nto such holder; (iii) if required, approval of the Company’s stockholders has been obtained as contemplated by The New York\nStock Exchange rules (“Stockholder Approval”) with respect to the shares of Common Stock issuable upon exercise of the\nWarrants; and (iv) the Company has prepared and filed one or more registration statements under the Securities Act of 1933, as amended\n(the “Securities Act”), with respect to such Warrants and shares of Common Stock issuable upon exercise of the Warrants.\n\n \n\nEach holder of Series C Preferred Stock\nwill have the right, at its option, to convert its Series C Preferred Stock, in whole or in part, into shares of Common Stock, at\nany time. The number of shares of Common Stock into which a share of Series C Preferred Stock will convert at any time will equal\nthe then-effective conversion rate. The conversion rate of the Series C Preferred Stock will initially be set at 2.32558 shares of\nCommon Stock, based on an implied conversion price of $43.00 per share of Common Stock. In the event of a “change of control”\nwhere the per share consideration to be paid on the Common Stock (the “Change of Control Price”) is less than the then-effective\nconversion price, the conversion rate will be adjusted so that the number of shares of Common Stock into which a share of Series C\nPreferred Stock will convert will equal the Liquidation Preference divided by the Change of Control Price. The conversion rate is also\nsubject to customary anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar\nevents or certain anti-dilutive offerings. The conversion rate may not be adjusted prior to the receipt of Stockholder Approval if such\nadjustment would result in a conversion price less than the average closing price for the Common Stock for the five trading days immediately\npreceding the signing of the Investment Agreement, adjusted to take into account the commitment fee and reimbursable expenses (the “Stock\nExchange Minimum Price”).\n\n \n\nSubject to certain conditions described below,\nbeginning on the date that is thirty-six months after the last date on which any Series C Preferred Stock is issued pursuant to the\nterms of the Investment Agreement, the Company may, at its option, convert the outstanding shares of Series C Preferred Stock, in\nwhole or in part, into shares of Common Stock if, during the 45 consecutive trading days immediately preceding the date the Company notifies\nholders of the Series C Preferred Stock of the election to convert, the volume weighted average price of the Common Stock exceeds\n120.0% of the conversion price. The Company will not exercise its right to mandatorily convert shares of Series C Preferred Stock\nunless certain liquidity conditions with regard to the shares of Common Stock to be issued upon such conversion are satisfied (the “Common\nStock Liquidity Conditions”). The Company may, at its option, convert all of the outstanding shares of Series C Preferred Stock\ninto shares of Common Stock in the event of a “change of control” transaction.\n\n \n\nIf a Purchaser fails to cure any default of its obligation to purchase\nshares of Series C Preferred Stock pursuant to any Subsequent Funding Request for a period of 30 calendar days following the date\nnotice is sent by the Company of the default, such Purchaser, if it still holds shares of Series C Preferred Stock, or any holder\nthat acquires shares of Series C Preferred Stock directly or indirectly from such Purchaser (such Purchaser or other holder, a “Terminating\nHolder”), will have 10 calendar days to elect to convert all of its outstanding shares of Series C Preferred Stock, after which\ntime such Terminating Holder’s right to submit shares of Series C Preferred Stock for conversion will terminate. In addition,\nif such Terminating Holder does not elect to convert its shares of Series C Preferred Stock during such 10-day period, the Company\nwill then have the option to redeem such Terminating Holder’s shares of Series C Preferred Stock at any time.\n\n \n\n \n\n \n\n \n\nPursuant to the terms of the Articles Supplementary,\nunless and until Stockholder Approval is obtained, no shares of Series C Preferred Stock may be converted into shares of Common Stock\nif and to the extent that such conversion would result in the holder beneficially owning in excess of 19.9% of the then-outstanding shares\nof Common Stock.\n\n \n\nThe foregoing description of the Articles\nSupplementary does not purport to be complete and is qualified in its entirety by the full text of the substantially final form of Articles\nSupplementary attached to the Investment Agreement, which is attached as Exhibit 10.1 hereto.\n\n \n\n**Warrants**\n\n \n\nPursuant to the terms of the Articles Supplementary,\nif the Company elects to redeem shares of Series C Preferred Stock, the Company will issue a warrant (“Warrant”) to each\nholder of the shares of Series C Preferred Stock (other than a Terminating Holder) to be redeemed that executes a Warrant Agreement\nwith the Company (a form of which is attached as Exhibit C to the Investment Agreement, the “Warrant Agreement”). On\nor after the date that is four years after the last date on which any shares of Series C Preferred Stock are issued pursuant to the\nterms of the Investment Agreement, the Company may redeem the Series C Preferred Stock in one or more redemptions and deliver one\nor more Warrants and Warrant Agreements so long as shares of the Series C Preferred Stock remain outstanding.\n\n \n\nEach Warrant will represent a holder’s\nright to purchase, at an exercise price equal to the conversion price for the Series C Preferred Stock as of the business day before\nthe applicable redemption date, a number of shares of Common Stock equal to the aggregate Liquidation Preference of the shares of Series C\nPreferred Stock of such holder to be redeemed divided by the conversion price of the Series C Preferred Stock as of the business\nday before the applicable redemption date.\n\n \n\nEach Warrant will be exercisable by the holder\nthereof, in whole or in part, at any time, or from time to time, prior to the fifth anniversary of the issuance of such Warrant. In addition,\neach Warrant will be automatically exercised on the fifth anniversary of the issuance of such Warrant or on the date of a recapitalization,\nconsolidation, merger, sale or other transfer of substantially all assets of the Company and its subsidiaries or similar transaction whose\nreference property consists entirely of cash. Upon exercise, the Company will issue to such holder the whole number of shares of Common\nStock purchased plus an amount in cash representing any fractional share of Common Stock otherwise due upon such exercise. Any Warrant\nmay be exercised by a holder thereof by paying the exercise price in cash or exercised on a cashless basis. Any Warrant that is automatically\nexercised will be settled on a cashless basis.\n\n \n\nThe Warrants will be subject to customary\nanti-dilution adjustments from time to time in accordance with the provisions of the Warrant Agreement.\n\n \n\nHolders of Warrants will not have the rights\nor privileges of holders of Common Stock until they exercise their Warrants and receive shares of Common Stock.\n\n \n\nPursuant to the terms of the Warrant Agreement,\nunless and until Stockholder Approval is obtained, no Warrants may be exercised into shares of Common Stock if and to the extent that\n(i) such exercise would result in the holder beneficially owning in excess of 19.9% of the then-outstanding shares of Common Stock\nor (ii) after giving effect to such exercise, the aggregate number of shares of Common Stock issued by the Company upon exercise\nof any Warrants would exceed 19.9% of the number of shares of Common Stock issued and outstanding immediately prior to the execution of\nthe Investment Agreement.\n\n \n\nThe foregoing description of the Warrant Agreement\nand Warrants does not purport to be complete and is qualified in its entirety by the full text of the substantially final form of Warrant\nAgreement attached to the Investment Agreement, which is attached as Exhibit 10.2 hereto."}