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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): December 5, 2023
Presidio
Property Trust, Inc.
(Exact
name of registrant as specified in its charter)
Maryland |
|
001-34049 |
|
33-0841255 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
4995
Murphy Canyon Road, Suite 300
San
Diego, California 92123
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (760) 471-8536
Not
Applicable
(Former
name or former address, if changed since last report)
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:
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
|
|
|
|
|
Series
A Common Stock, $0.01 par value per share |
|
SQFT |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
9.375%
Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share |
|
SQFTP |
|
The
Nasdaq Stock Market LLC |
|
|
|
|
|
Series
A Common Stock Purchase Warrants to Purchase Shares of Common Stock |
|
SQFTW |
|
The
Nasdaq Stock Market LLC |
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 ☐
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. ☐
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed, on June 6, 2023, Presidio Property Trust, Inc. (the “Company”) received a letter from the Listing Qualifications
Department of the Nasdaq Stock Market (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s
common stock for the 30 consecutive business day period between April 21, 2023, through June 5, 2023, the Company did not meet the minimum
bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2).
The letter also indicated that the Company would be provided with a compliance period of 180 calendar days, or until December 4, 2023,
in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A).
On
December 5, 2023, Nasdaq notified the Company that its staff (the “Staff”) determined that the Company is eligible for an
additional 180 calendar day period, or until June 3, 2024, to regain compliance. The Staff’s determination was based on the Company
meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial
listing on the Nasdaq Capital Market with the exception of the bid price requirement, and the Company’s written notice of its intention
to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.
If
at any time during this second 180-day compliance period, the
closing bid price of the Company’s common stock is at least $1 per share for a minimum of ten consecutive business days, Nasdaq
will provide written confirmation of compliance. If the Company chooses to implement a reverse stock split, it must complete the split
no later than ten business days prior to the expiration date in order to timely regain compliance. If compliance cannot be demonstrated
by June 3, 2024, the Staff will provide written notification that the common stock will be delisted. At that time, the Company may appeal
Staff’s determination to a Hearings Panel.
The
letter has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and traded on the
Nasdaq Capital Market, subject to the Company’s compliance with the other listing requirements of the Nasdaq Capital Market. Although
the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that the Company will
be able to regain compliance with that rule or will otherwise be in compliance with other listing criteria of the Nasdaq Capital Market.
Item
7.01 Regulation FD Disclosure.
The
Company has issued a press release, dated December 6, 2023, announcing the notice received from the Staff. The press release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein. The information furnished in Exhibit 99.1 hereto shall not be considered
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into future filings by the Company under
the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company expressly sets forth in such future filings that
such information is to be considered “filed” or incorporated by reference therein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Exhibit Title or
Description |
99.1 |
|
Press release dated December 6, 2023 |
104 |
|
Cover
Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURES
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:
December 6, 2023 |
PRESIDIO
PROPERTY TRUST, INC. |
|
|
|
|
By: |
/s/
Ed Bentzen |
|
|
Ed
Bentzen |
|
|
Chief
Financial Officer |
Exhibit 99.1
Presidio Granted Second 180-Day Period by Nasdaq
to Regain Compliance with Minimum Bid Price Rule
San Diego, CA – December 6, 2023 - Presidio
Property Trust, Inc. (“Presidio” or the “Company”) (NASDAQ: SQFT; SQFTP; SQFTW), an internally managed, diversified
real estate investment trust (“REIT”), today announced that the Company has been granted an additional 180-day period from
Nasdaq’s Listing Qualification Department, through June 3, 2024, to regain compliance with the $1.00 minimum bid price requirement
for continued listing on the Nasdaq Capital Market. The Company’s common stock continues to trade on the Nasdaq Capital Market under
the symbol “SQFT.”
If at any time until June 3, 2024, the closing bid
price of the Company’s common stock is at or above $1.00 per share for a minimum of ten consecutive trading days, Nasdaq will provide
the Company with written confirmation of compliance. If compliance cannot be demonstrated during the additional 180-day grace period,
Nasdaq will provide written notification that the common stock will be subject to delisting. At such time, the Company may appeal the
determination to a Nasdaq Hearings Panel. The Company intends to monitor the closing bid price of its common stock between now and June
3, 2024, and intends to consider available options to cure the deficiency and regain compliance with the minimum bid price requirement
within the compliance period.
About Presidio Property Trust
Presidio is an internally
managed, diversified REIT with holdings in model home properties which are triple-net leased to homebuilders, office, industrial, and
retail properties. Presidio’s model homes are leased to homebuilders located in Arizona, Illinois, Texas, Wisconsin, and Florida.
Our office, industrial and retail properties are located primarily in Colorado, with properties also located in Maryland, North Dakota,
Texas, and Southern California. While geographical clustering of real estate enables us to reduce our operating costs through economies
of scale by servicing several properties with less staff, it makes us susceptible to changing market conditions in these discrete geographic
areas, including those that have developed as a result of COVID-19. Presidio owns approximately 6.5% of the outstanding common stock of
Conduit Pharmaceuticals Inc., a disease agnostic multi-asset clinical-stage disease-agnostic life science company providing an efficient
model for compound development. For more information on Presidio, please visit the Company’s website at https://www.PresidioPT.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that are “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and other federal securities laws. Forward-looking statements
are statements that are not historical, including statements regarding management’s intentions, beliefs, expectations, representations,
plans or predictions of the future, and are typically identified by such words as “believe,” “expect,” “anticipate,”
“intend,” “estimate,” “may,” “will,” “should” and “could.” Because
such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by
such forward-looking statements. These forward-looking statements are based upon the Company’s present expectations, but these statements
are not guaranteed to occur. Except as required by law, the Company disclaims any obligation to publicly update or revise any forward-looking
statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.
Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes
please refer to the Company’s filings with the SEC, including those under “Risk Factors” therein, copies of which are
available on the SEC’s website, www.sec.gov.
Investor Relations Contact:
Presidio Property Trust, Inc.
Lowell Hartkorn, Investor Relations
LHartkorn@presidiopt.com
Telephone: (760) 471-8536 x1244 |
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Presidio Property (NASDAQ:SQFTP)
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Presidio Property (NASDAQ:SQFTP)
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