{"url_path":"/sec/xrn/8-k/2026-06-02/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-02","source_url":"https://www.sec.gov/Archives/edgar/data/1533615/0001104659-26-069515-index.html","accession_number":"0001104659-26-069515","cik":"0001533615","ticker":"XRN","issuer_name":"Chiron Real Estate Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1533615/0001104659-26-069515-index.html","primary_entity_key":"0001533615","primary_entity_name":"Chiron Real Estate Inc."},"word_count":223,"has_tables":true,"body_markdown":"**Item 3.02**\n**Unregistered Sales of Equity Securities**\n\n \n\nOn May 29, 2026 and June\n2, 2026, the Company completed closings of its previously announced private placement (the “Series C Private Placement”),\npursuant to which the Company issued an aggregate of 1,000,000 shares of Series C Preferred Stock for $100.00 per share for gross proceeds\nof approximately $100,000,000 to Maewyn XRN LP, Petrus Special Opportunities Fund, L.P., certain entities advised by Canyon Capital Advisors\nLLC and certain entities advised by Diameter Capital Partners LP (collectively, the “Purchasers”), pursuant to that\ncertain Investment Agreement, dated as of May 6, 2026, by and among the Company and the purchasers party thereto (the “Investment\nAgreement”). The terms of the Investment Agreement have been previously disclosed in the Company’s Current Report on Form\n8-K filed with the United States Securities and Exchange Commission (the “Commission”) on May 8, 2026 (the “May\n8, 2026 8-K”).\n\n \n\nThe offer of the Series\nC Preferred Stock was made, and the sale and issuance of the Series C Preferred Stock are being made, in reliance upon the exemption from\nregistration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Company relied\non these exemptions from registration based in part on the nature of the transaction and the representations made by the Purchasers in\nthe Investment Agreement."}