Creative Media mmunity Trust : Form S-11 - CMCT’s Series A1 Preferred Stock offering in the U.S.

As filed with the U.S. Securities and Exchange Commission on April 11, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-11

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933

OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

CREATIVE MEDIA & COMMUNITY TRUST CORPORATION

(Exact Name of Registrant as Specified in Its Governing Instruments)

5956 Sherry Lane, Suite 700

Dallas, Texas 75225

(972) 349-3200

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Barry N. Berlin

Chief Financial Officer

5956 Sherry Lane, Suite 700

Dallas, Texas 75225

(972) 349-3200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy To:

Patrick S. Brown

Sullivan & Cromwell LLP

1888 Century Park East, Suite 2100

Los Angeles, California 90067

(310) 712-6600

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth

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 7(a)(2)(B) of the Securities Act. ¨

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance

with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information set forth in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion. Dated April 11, 2024.

PROSPECTUS

Creative Media & Community Trust Corporation

Maximum of $400,000,000 of Series A1 Preferred Stock

(Stated Value of $25 per share of Series A1 Preferred Stock (subject to adjustment))

We are a publicly traded real estate investment trust, or REIT. We primarily acquire, develop, own and operate both premier multifamily properties situated in vibrant communities throughout the United States and Class A and creative office real assets in markets with similar business and employment characteristics to our multifamily investments. We also own a hotel and a lending platform that originates loans under the Small Business Administration ("SBA") 7(a) loan program. We are operated by affiliates of CIM Group Management, LLC, which we refer to as CIM or CIM Group.

This prospectus relates to our offering of up to an aggregate of $400,000,000 of shares of Series A1 Preferred Stock, $0.001 par value per share, which we refer to as our Series A1 Preferred Stock or the Shares. Each share of Series A1 Preferred Stock is sold at a public offering price of $25 per share. The registration statement, of which this prospectus is a part, will replace the Prior Registration Statement on the date such registration statement is declared effective by the Securities and Exchange Commission, which we refer to as the SEC.

The Shares have no voting rights and rank senior to our common stock, $0.001 par value, which we refer to as our Common Stock, and any other class or series of our capital stock, the terms of which expressly provide that the Series A1 Preferred Stock ranks senior to such class or series with respect to payment of dividends and distribution of amounts upon liquidation, dissolution or winding-up. Our Series A1 Preferred Stock ranks on parity with our Series A Preferred Stock and Series D Preferred Stock (the Series A1 Preferred Stock, Series A Preferred Stock and Series D Preferred Stock, collectively, "Preferred Stock") with respect to payment of dividends and distribution of amounts upon liquidation, dissolution or winding-up. Shares of Series A1 Preferred Stock are entitled to receive, if, as and when authorized by our Board of Directors and declared by us out of legally available funds, cumulative cash dividends, which we refer to as Series A1 Dividends at a quarterly rate of the greater of (i) an annual rate of 6.00% of the stated value of a share of Series A1 Preferred Stock, which we refer to as the Series A1 Stated Value (as defined below), which is initially $25.00 and subject to appropriate adjustment in limited circumstances as set forth in the Series A1 Articles Supplementary, divided by four (4) and (ii) the Federal Funds (Effective) Rate on the dividend determination date, plus 2.50%, of the Series A1 Stated Value, divided by four (4), up to a maximum of 2.50% of the Series A1 Stated Value per quarter. The annual rate of dividend of the Series A1 Preferred Stock during the first quarter of 2024 was 7.83%. Series A1 Dividends accrue and are cumulative from the date of issuance of such share.

We have elected to qualify to be taxed as a REIT for U.S. federal income tax purposes. We impose certain restrictions on the ownership and transfer of our capital stock. You should read the information under the section entitled "Description of Capital Stock and Securities Offered- Distribution Policy and Distributions" in this prospectus for a description of these restrictions.

Investing in our securities involves significant risks. See "Risk Factors" beginning on page 8 of this prospectus to read about factors you should consider before investing in our securities.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

1. Initial gross proceeds from the sale of Shares.
2. The maximum selling commissions and the dealer manager fee are equal to (1) 2.0% of the selling price of each share of Series A1 Preferred Stock sold and (2) selling commissions of up to 7.00% of the selling price of each share of Series A1 Preferred Stock sold. Each is payable to our dealer manager. The selling commissions and the dealer manager fee may be reduced or eliminated with regard to Shares sold to or for the account of certain categories of purchasers. See "Plan of Distribution." We or our affiliates also may provide permissible forms of non-cash compensation to registered representatives of our dealer manager and the participating broker-dealers. The value of such items will be considered underwriting compensation in connection with this offering. The combined selling commissions and dealer manager fee and other expenses as described in the "Plan of Distribution" section of this prospectus and such non-cash compensation for this offering will not exceed 10% of the aggregate gross proceeds of this offering.
3. Our dealer manager has authorized, and we expect our dealer manager to continue to authorize, other broker-dealers that are members of the Financial Industry Regulatory Authority, which we refer to as participating broker-dealers, to sell our Shares. Our dealer manager may reallow all or a portion of its selling commissions attributable to a participating broker-dealer. In addition, our dealer manager also may reallow a portion of its dealer manager fee earned on the proceeds raised by a participating broker-dealer, to such participating broker-dealer as a non-accountable marketing or due diligence allowance. The amount of the reallowance to any participating broker-dealer will be determined by the dealer manager in its sole discretion.

The dealer manager of this offering is CCO Capital, LLC, which we refer to as CCO Capital, a registered broker-dealer and an affiliate of the Company that is under common control with CIM Capital, LLC and CIM Service Provider, LLC, our Operator and Administrator, respectively. CCO Capital is not required to sell any specific number or dollar amount of Shares, but will use its "reasonable best efforts" to sell the Shares offered. We may sell a

We sell Shares primarily through Depository Trust Company, which we refer to as DTC, settlement, which we refer to as DTC settlement. See the section entitled "Plan of Distribution" in this prospectus for further details.

CCO CAPITAL, LLC

as Dealer Manager

The date of this prospectus is April , 2024

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ABOUT THIS PROSPECTUS

You should rely only on the information contained in or incorporated by reference into this prospectus and any supplement hereto. We have not authorized anyone to provide you with information different from that which is contained in this prospectus or to make representations as to matters not stated in this prospectus or any supplement hereto. If anyone provides you with different or inconsistent language, you should not rely on it. We are not making an offer to sell, or soliciting an offer to buy, any securities in any jurisdiction in which it is unlawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, and any information incorporated by reference is accurate only as of the date of the document incorporated by reference, in each case, regardless of the time of delivery of this prospectus or any purchase of our securities. Our business, financial condition, results of operations, and prospects may have changed since those dates. To understand this offering fully, you should read this entire document carefully, as well as the "Risk Factors" included in our most recent Annual Report on Form 10-Kfor the year ended December 31, 2023.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. To the extent there is any inconsistency between the summaries contained herein and the actual terms of these documents, the actual terms will govern. Copies of some of the documents referred to herein have been filed as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading "Where You Can Find More Information."

Unless otherwise indicated in this prospectus, "CMCT," the "Company," "our company," "we," "us" and "our" refer to Creative Media & Community Trust Corporation and its subsidiaries.

INCORPORATION BY REFERENCE

The Securities and Exchange Commission, which we refer to as the SEC, allows us to "incorporate by reference" the information that we file with it, which means that we can disclose important information to you by referring you to other documents. The information incorporated by reference is an important part of this prospectus. We incorporate by reference the following documents (other than information furnished rather than filed):

• the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on March 29, 2024.

We will provide without charge, upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus and a copy of any or all other contracts or documents which are referred to in this prospectus. Requests should be directed to Creative Media & Community Trust Corporation, Attn: Stockholder Relations, 5956 Sherry Lane, Suite 700, Dallas, Texas 75225.

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PROSPECTUS SUMMARY

The following summary highlights selected information contained elsewhere in this prospectus and in the documents incorporated by reference in this prospectus and does not contain all the information you will need in making your investment decision. You should read carefully this entire prospectus and the documents incorporated by reference in this prospectus before making your investment decision.

Creative Media & Community Trust Corporation

Company Overview

We are a Maryland corporation and REIT. We primarily acquire, develop, own and operate both premier multifamily properties situated in vibrant communities throughout the United States and Class A and creative office real assets in markets with similar business and employment characteristics to our multifamily investments. We also own a hotel and a lending platform that originates loans under the SBA 7(a) loan program. We are operated by affiliates of CIM Group Management, LLC, which we refer to, collectively, as CIM Group or CIM. CIM is a vertically-integratedcommunity-focused real estate and infrastructure owner, operator, lender and developer.

We seek to apply the expertise of CIM Group to the acquisition, development and operation of premier multifamily properties and creative office assets that cater to rapidly growing industries such as technology, media and entertainment. All of our real estate assets are and will generally be located in communities qualified by CIM Group as described further below. These communities are located in areas that include traditional downtown areas and suburban main streets, which have high barriers to entry, high population density, positive population trends and a propensity for growth. We believe that the critical mass of redevelopment in such areas creates positive externalities, which enhance the value of real estate assets in the area. We believe that these assets will provide greater returns than similar assets in other markets, as a result of the population growth, public commitment and significant private investment that characterize these areas.

Our current reportable segments consist of three types of commercial real estate properties, namely office, hotel and multifamily, as well as a segment for our lending business. As of December 31, 2023, our real estate portfolio consisted of 27 assets, all of which were fee-simple properties, and five of which we own through investments in unconsolidated joint ventures, which we refer to as the Unconsolidated Joint Ventures. As of December 31, 2023, our 13 office properties, totaling approximately 1.3 million rentable square feet, were 83.8% occupied; our one hotel with an ancillary parking garage, which has a total of 503 rooms, had RevPAR of $145.80 for the year ended December 31, 2023 and our three multifamily properties were 79.3% occupied. Additionally, as of December 31, 2023, we had nine development sites (three of which were being used as parking lots). For the year ended December 31, 2023, our office portfolio contributed approximately 46.4% of revenue from our four segments on a combined basis, our hotel segment contributed approximately 34.6%, our multifamily segment contributed approximately 9.4% and our lending segment contributed approximately 9.6%.

Overview and History of CIM Group

CIM Group was founded in 1994 by Shaul Kuba, Richard Ressler and Avraham Shemesh and has approximately $29.2 billion of assets owned and operated across its vehicles as of December 31, 2023. "Assets owned and operated" represents the aggregate assets owned and operated by CIM on behalf of partners (including where CIM contributes capital alongside for its own account) and co-investors, whether or not CIM has discretion, in each case without duplication. CIM Group's successful track record is anchored by CIM Group's community-oriented approach to acquisitions as well as a number of other competitive advantages including its prudent use of leverage, underwriting approach, disciplined capital deployment, vertically-integrated capabilities and strong network of relationships. CIM Group has generated strong risk-adjusted returns across multiple market cycles by focusing on improved asset and community performance and capitalizing on market inefficiencies and distressed situations.

CIM Group is headquartered in Los Angeles, California and has offices in Atlanta, GA, Chicago, IL, Dallas, TX, London, UK, New York, NY, Orlando, FL, Phoenix, AZ, and Tokyo, Japan. CIM also maintains additional offices across the United States and in South Korea to support its platform.

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● 95%, for all such redemptions effective on or after the fourth anniversary, but prior to the fifth anniversary, of the date of original issuance of such shares; and

● 100%, for all such redemptions effective on or after the fifth anniversary of the date of original issuance of such shares.

In addition, subject to restrictions, we will redeem the shares of Series A1 Preferred Stock of a holder who is a natural person upon his or her death at the written request of the holder's estate at a redemption price equal to 100% of the Series A1 Stated Value, plus any accrued and unpaid dividends through and including the date fixed for such redemption.

If a holder of shares of Series A1 Preferred Stock causes the Company to redeem such shares, we will pay the redemption price, in our sole discretion, in cash or in equal value through the issuance of shares of Common Stock, with such value of Common Stock to be determined based on the volume weighted average price of our Common Stock for the 20 trading days prior to the redemption; provided, however, that for any given share of Series A1 Preferred Stock, we will not elect to pay such redemption amount in shares of Common Stock during the first full year following initial issuance of such share.

Limitation on Obligation to Redeem. Our obligation to redeem any of the shares of Series A1 Preferred Stock is limited to the extent that (i) we do not have sufficient funds available to fund any such redemption, in which case we will be required to pay the redemption price with shares of Common Stock, or (ii) we are restricted by applicable law, our charter or contractual obligations from making such redemption.

Redemption at the Option of the Company From and after the date that is twenty-four months following the original issuance of any shares of Series A1