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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): January 4, 2022

 

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

 

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 8.01 Other Events

 

On January 4, 2022, Presidio Property Trust, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that its Board of Directors has declared a special warrant dividend providing that all holders of record of the Company’s common stock and existing outstanding warrants as of the record date of January 14, 2022 are to receive one warrant for each share of common stock or existing warrant held. The warrant dividend is expected to be issued on or around January 24, 2022. Each warrant will entitle the holder to purchase one share of common stock at an exercise price of $7.00 per share. The warrants will be immediately exercisable until their expiration date, which will be the fifth anniversary of the date of issuance. On the expiration date any unexercised warrants shall automatically be converted into 1/10 of a share of common stock, rounded down to the nearest number of whole shares.

 

The Company intends for the warrants to be listed and traded on The Nasdaq Capital Market under the symbol “SQFTW” on or around January 24, 2022, subject to Nasdaq approval. The warrants and the shares of common stock issuable upon the exercise of the warrants will be registered on a registration statement on Form S-11 (File No. 333-260885) that was filed with the Securities and Exchange Commission and is expected to be declared effective on or around January 21, 2022.

 

This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

 

A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

The following exhibit is being filed herewith:

 

99.1   Press Release Dated January 4, 2022
104   Cover Page Interactive Data File (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 thereunto duly authorized.

 

  PRESIDIO PROPERTY TRUST, INC.
     
  By: /s/ Adam Sragovicz
  Name: Adam Sragovicz
  Title: Chief Financial Officer
     
Dated: January 4, 2022    

 

 

 

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