Filed Pursuant to Rule 253(g)(2) File No. 024-10767 BRIX ...

Filed Pursuant to Rule 253(g)(2) File No. 024-10767

BRIX REIT, INC.

SUPPLEMENT NO. 5 DATED JUNE 16, 2020 TO THE OFFERING CIRCULAR DATED DECEMBER 26, 2019

This document supplements, and should be read in conjunction with, the offering circular of BRIX REIT, Inc. ("we," "us," "our" or the "Company") dated December 26, 2019 (the "Offering Circular"), Supplement No. 1, dated February 3, 2020, Supplement No. 2 dated February 7, 2020, Supplement No. 3 dated March 31, 2020 and Supplement No. 4, dated May 29, 2020. Unless otherwise defined in this supplement, capitalized terms used in this supplement shall have the same meanings as in the Offering Circular.

The purpose of this supplement is to disclose the following:

(1) Compensation, fees and disbursements paid or payable to our former advisor and its affiliates for the year ended December 31, 2019;

(2) Updated information regarding our existing property acquisitions; (3) Updates to our distributions disclosure; (4) Update to the "Experts" section of our Offering Circular; and (5) Our updated financial statements and Management's Discussion and Analysis of Financial Condition and Results of

Operations, as disclosed in our Annual Report on Form 1-K, attached hereto as Annex A.

OFFERING CIRCULAR UPDATES

Compensation to Former Advisor and Affiliates

The following information supersedes and replaces the table contained on page 54 of our Offering Circular, in the section of the Offering Circular captioned "Management - Compensation to Our Former Sponsor and Affiliates - Our Former Advisory Agreement."

The table below outlines fees and expense reimbursements incurred and payable by us to our former advisor and its affiliates for the years indicated below.

Type of Compensation Organization and Offering Stage

Organization and Offering Expenses Acquisition and Operations Stage

Acquisition Fees Asset Management Fees, net (1) Financing Coordination Fee Operating Expenses (2) Disposition Fee Subordinated Participation Fee Liquidation Stage Disposition Fee Liquidation Fee

Incurred

Years Ended December 31,

2019

2018

Paid

Years Ended December 31,

2019

2018

$ 173,473 $ 225,768 $ 173,473 $ 225,053

$ 429,454 $ 420,282 $ 455,085 $ 394,651

$ 155,447 $

86,853 $

--$

--

$

--$

--

$

--

$

26,772 $

3,487 $

26,772 $

3,487

$

--$

--

$

--

$

--$

--$

--$

--

$

--$

--$

--$

--

$

--$

--$

--$

--

(1) Asset management fees have been deferred to support monthly distributions during the start-up of operations. (2) Reimbursements for directors and officers insurance and other costs.

1

Properties

The following information supersedes and replaces the table contained on page 62 of our Offering Circular, in the section of our Offering Circular captioned "Properties and Investments - Property Acquisitions."

As of December 31, 2019, we owned two properties as follows:

Property and Location (1)

24 Hour Fitness, Fort Worth, TX (5)

Starbucks, Manhattan, KS (6)

Total

Rentable Square

Feet

36,000

Property Type

Retail

Investment in Real

Property, Net

Mortgage Financing (Principal)

Annualized Base Lease Revenue (2)

Acquisition Fee (3)

$ 12,546,839 $ 6,137,931 $

650,000 $ 371,250

Lease Expiration (4)

March 31, 2032

Renewal Options (Number/ Years) (4)

four 5-years

2,100 38,100

Retail

1,871,876 $ 14,418,715 $

-- 6,137,931 $

106,302 756,302 $

54,244 June 30, 2029 425,494

four 5-years

(1) The property is 100% occupied by a single tenant at the time of acquisition.

(2) Annualized base lease revenue is calculated based on the contractual monthly base rent, excluding rent abatements, at December 31, 2019 for 12 months. However, the amount for the 24 Hour Fitness lease reflects the base revenue upon the scheduled resumption of lease payments on October 31, 2020.

(3) The Acquisition Fee was paid to the advisor in connection with the acquisition of the property. The fee is equal to 3.0% of the contract purchase price of a property, as defined in the Advisory Agreement.

(4) Represents the lease term through the end of the non-cancelable lease term, assuming no renewals are exercised unless otherwise noted and reflects the revised maturity for the 24 Hour Fitness lease as discussed in footnote (5) below.

(5) 24 Hour Fitness operates in an industry that has been severely affected by facility closures due to the novel coronavirus, or COVID-19, pandemic. In May 2020, the lease with 24 Hour Fitness was amended to provide free rent from April 1, 2020 through September 30, 2020 and reduced rental rates over the balance of the lease term, which was extended to March 31, 2032. In May 2020, we received a three-month deferral of mortgage payments from our lender on the 24 Hour Fitness property to provide relief related to the absence of rent payments from the 24 Hour Fitness property, and we have requested an additional two-month deferral to cover the period of free rent agreed to in the May 2020 restructuring of the lease with 24 Hour Fitness.

(6) Starbucks informed us in May 2020 that it will be seeking reductions in rent given the impact of the COVID-19 pandemic on its business.

Distributions

The following information supersedes and replaces the fifth and sixth paragraphs of the section of our Offering Circular captioned "Description of Shares - Distributions" beginning on page 96 of the Offering Circular:

Distributions declared, distributions paid and cash flow provided by (used in) operations were as follows for the year ended December 31, 2019 and for the period April 23, 2018 to December 31, 2018:

Period January 1 to June 30, 2019 July 1 to December 31, 2019 (a)

2019 Total (a)

Distributions Declared

$ 279,006 359,106

$ 638,112

Distributions

Declared

Per Share

$

0.1500

0.1500

$

0.3000

Cash Distributions Paid(c)(d)

Cash

Reinvested

$ 102,221 $ 164,569

176,120

170,142

$ 278,341 $ 334,711

Cash Flows Provided by

(Used in) Operating Activities $ 116,592

167,486 $ 284,078

April 23 to June 30, 2018 July 1 to December 31, 2018 (b)

2018 Total (b)

$

7,272 $

173,868

$ 181,140 $

0.0567 $ 0.1500 0.2067 $

1,902 $ 32,759 34,661 $

5,370 $ 105,317 110,687 $

(63,990) 54,371 (9,619)

2

(a) Additional accrued distributions payable amounted to $25,060 as of December 31, 2019. The source of our distribution payments was our former advisor's deferral of $155,447 of asset management fees, along with distributions received from our investments in unconsolidated entities totaling $338,526 for the year ended December 31, 2019.

(b) Distributions declared includes $35,767 of distributions for January 2019 which were declared on December 31, 2018. Total accrued distributions payable amounted to $35,792 as of December 31, 2018. The source of our distribution payments was our former advisor's deferral of asset management and acquisition fees, along with distributions received from our investments in unconsolidated entities totaling $226,798 for the period May 1, 2018 to December 31, 2018.

(c) Distributions are paid on a monthly basis. In general, distributions for record dates as of the end of a given month were paid on or about the 21st of the following month through November 2019 and on or about the 25th of the following month thereafter.

(d) See details of distributions declared in the chart below.

The following distributions were paid in cash or reinvested through our distribution reinvestment plan subsequent to December 31, 2019:

Distribution Period December 1-31, 2019 January 1-31, 2020 February 1-29, 2020 March 1-31, 2020 Total

Declaration Date

November 22, 2019 December 26, 2019 January 29, 2020 February 27, 2020

Payment Date

January 27, 2020 February 25, 2020 March 25, 2020

April 27, 2020

Distributions

Paid

$

60,752

61,356

60,728

61,623

$ 244,459

The following chart details the distributions that we have declared since we commenced operations:

Distribution Period 2018: April 23-30 2018 May 1-31, 2018 June 1-30, 2018 July 1-31, 2018 August 1-31, 2018 September 1-30, 2018 October 1-31, 2018 November 1-30, 2018 December 1-31, 2018 2019: January 1-31, 2019 February 1-28, 2019 March 1-31, 2019 April 1-30, 2019 May 1-31, 2019 June 1-30, 2019 July 1-31, 2019 August 1-31, 2019 September 1-30, 2019 October 1-31, 2019 November 1-30, 2019 December 1-31, 2019 2020: January 1-31, 2020 February 1-29, 2020 March 1-31, 2020

Rate Per Share Per Day

Declaration Date

$ 0.00083333

May 19, 2018

$ 0.00080645

May 31, 2018

$ 0.00083333

May 31, 2018

$ 0.00080645

June 28, 2018

$ 0.00080645

July 30, 2018

$ 0.00083333 September 4, 2018

$ 0.00080645 September 25, 2018

$ 0.00083333 October 29, 2018

$ 0.00080645 November 29, 2018

$ 0.00080645 December 21, 2018

$ 0.00089286 January 31, 2019

$ 0.00080645 February 27, 2019

$ 0.00082190

March 28, 2019

$ 0.00082190

March 28, 2019

$ 0.00082190

March 28, 2019

$ 0.00081522

June 25, 2019

$ 0.00081522

June 25, 2019

$ 0.00081522

June 25, 2019

$ 0.00080645 September 25, 2019

$ 0.00083333 October 25, 2019

$ 0.00080645 November 22, 2019

$ 0.00081967 December 26, 2019 $ 0.00081967 January 29, 2020 $ 0.00081967 February 27, 2020

Payment Date (1)

May 21, 2018 June 21, 2018 July 23, 2018 August 21, 2018 September 21, 2018 October 22, 2018 November 26, 2018 December 21, 2018 January 27, 2019

February 21, 2019 March 21, 2019 April 16, 2019 May 21, 2019 June 21, 2019 July 22, 2019 August 21, 2019 September 23, 2019 October 21, 2019 November 21, 2019 December 26, 2019 January 27, 2020

February 25, 2020 March 25, 2020 (3) April 27, 2020 (3)

Annualized Yield (2)

6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0%

6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0% 6.0%

6.0% 6.0% 6.0%

3

(1) On March 30, 2020, we announced the suspension of distribution declarations. In addition, we temporarily suspended our distribution reinvestment plan.

(2) Distributions have been paid on a monthly basis. In general, through November 2019, distributions for record dates as of the end of a given month were paid on or about the 21st day of the following month or the next business day if the 21st day fell on a holiday or a weekend, and thereafter, distributions for record dates as of the end of a given month were paid on or about the 25th day of the following month or the next business day if the 25th day fell on a holiday or a weekend.

(3) Annualized yield numbers represent the annualized yield amount of each distribution calculated on an annualized basis at the then current rate, assuming a $5.00 per share purchase price. Each annualized basis return assumed that the board of directors would declare distributions in the future which are similar to the distributions for each period presented. However, in March 2020, the board of directors suspended distributions due to the impacts of the COVID-19 pandemic on our operations and financial condition.

Experts The following information supersedes and replaces the section of our Offering Circular captioned "Experts" on page

109 of our Offering Circular: The consolidated financial statements of BRIX REIT, Inc. as of December 31, 2019 and 2018, and for the years then

ended, included in BRIX REIT, Inc.'s Annual Report (Form 1-K) for the year ended December 31, 2019, have been audited by Squar Milner LLP, independent public accounting firm. Inclusion of Annual Report on Form 1-K for the Year Ended December 31, 2019 as Annex A

On June 12, 2020, we filed with the Securities and Exchange Commission our Annual Report on Form 1-K, which is attached (excluding the exhibits thereto) as Annex A to this Supplement No. 5.

4

ANNEX A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-K

ANNUAL REPORT

ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933

For the fiscal year ended December 31, 2019

BRIX REIT, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 024-10767

Maryland (State or other jurisdiction of incorporation or organization)

82-3250317 (I.R.S. Employer Identification No.)

120 Newport Center Drive Newport Beach, CA 92660 (Full mailing address of principal executive offices)

(855) 742-4862 (Issuer's telephone number, including area code)

Common Stock (Title of each class of securities issued pursuant to Regulation A)

1

 ................
................

In order to avoid copyright disputes, this page is only a partial summary.

Google Online Preview   Download