UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
POWER
REIT
(Name
of Issuer)
Common
Shares, $0.001 par value per share
(Title
of Class of Securities)
73933H101
(CUSIP
Number)
Jess
Saypoff
Axonic
Capital LLC
520
Madison Avenue, 42nd Floor
New
York, New York 10022
(212)
259-0430
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July
23, 2024
(Date
of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
| * |
The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 73933H101
| 1 |
Name
of Reporting Person
Axonic
Capital LLC |
| 2 |
Check
the Appropriate Box if a Member of a Group
(A): ☐ (B): ☐ |
| 3 |
SEC
Use Only
|
| 4 |
Source
of Funds
WC |
| 5 |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person with |
7 |
Sole
Voting Power
0 |
| 8 |
Shared
Voting Power
183,497 |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
183,497 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
183,497
Common Shares |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ |
| 13 |
Percent
of Class Represented by Amount in Row (11)
5.4% |
| 14 |
Type
of Reporting Person
OO
(Limited Liability Company) |
CUSIP
No. 73933H101
| 1 |
Name
of Reporting Person
Clayton
DeGiacinto |
| 2 |
Check
the Appropriate Box if a Member of a Group
(A): ☐ (B): ☐ |
| 3 |
SEC
Use Only
|
| 4 |
Source
of Funds
AF
(See Item 3) |
| 5 |
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
☐ |
| 6 |
Citizenship
or Place of Organization
United
States |
Number
of
Shares
Beneficially
Owned by Each
Reporting
Person with |
7 |
Sole
Voting Power
0 |
| 8 |
Shared
Voting Power
183,497 |
| 9 |
Sole
Dispositive Power
0 |
| 10 |
Shared
Dispositive Power
183,497 |
| 11 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
183,497
Common Shares |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ |
| 13 |
Percent
of Class Represented by Amount in Row (11)
5.4% |
| 14 |
Type
of Reporting Person
IN |
|
Item 1. |
Security and
Issuer. |
This
statement on Schedule 13D (this “Schedule 13D”) relates to the common shares, $0.001 par value per share (the “Common
Shares”), of Power REIT, a Maryland real estate investment trust (the “Issuer”). The Issuer’s principal executive
offices are located at 301 Winding Road, Old Bethpage, New York 11804.
| Item 2. |
Identity and Background. |
| (a) | This
Schedule 13D is being filed by: |
| i. | Axonic
Capital LLC, a Delaware limited liability company (“Axonic Capital”), with respect
to the Common Shares directly and beneficially owned by it; and |
| ii. | Clayton
DeGiacinto, as the managing member of Axonic Capital. |
Each
of the foregoing is referred to as a “Reporting Person” and together as the “Reporting Persons.” Each of the
Reporting Persons is a party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons
are hereby filing this joint Schedule 13D.
| (b) | The
principal business address for each Reporting Person is 520 Madison Avenue, 42nd Floor, New York, New York 10022. |
| (c) | The
principal business of Axonic Capital is to provide investment management services. Mr. DeGiacinto serves as the managing member of Axonic
Capital. |
| (d) | During
the last five years, neither of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors). |
| (e) | During
the last five years, neither of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws. |
| (f) | Mr.
DeGiacinto is a citizen of the United States of America. Axonic Capital is organized under the laws of the state of Delaware. |
| Item 3. |
Source and Amount of Funds
or Other Consideration. |
The
183,497 Common Shares beneficially owned by the Reporting Persons were acquired with working capital of Axonic Capital (which may, at
any given time, include margin loans made by financial firms in the ordinary course of business) in open market purchases. The aggregate
purchase price of the 183,497 Common Shares beneficially owned by the Reporting Persons is approximately $163,309.77, excluding brokerage
commissions. The Common Shares are held in an account that is pledged as collateral security for Axonic Capital’s obligations under
a working capital facility. Axonic Capital’s obligations under such working capital facility were not incurred with a primary or
material purpose related to securities of the Issuer.
| Item 4. |
Purpose of Transaction. |
The
Reporting Persons purchased the Common Shares based on the Reporting Persons’ belief that the Common Shares, when purchased, were
undervalued and represented an attractive investment opportunity. The Reporting Persons beneficially own 5.4% of the outstanding Common
Shares. The Reporting Persons have discussed with the Issuer’s management a range of topics focused on enhancing shareholder value,
including, but not limited to, possible recapitalization and other strategic alternatives for the Issuer. The Reporting Persons believe
that one of Axonic Capital’s core competencies is the acquisition and disposition of commercial mortgage loans, structured credit
bonds, and commercial real estate assets. The Reporting Persons believe that considerable opportunities may exist to acquire underpriced
commercial real estate assets, including first mortgage loans and mezzanine loans.
The
Reporting Persons intend to engage in additional discussions with the Issuer, including the management or Board of Trustees of the Issuer
(the “Board”), and its representatives concerning the enhancement of shareholder value, which may include, but not be limited
to: (1) recapitalization (including through the issuance or issuances of new securities of the Issuer); (2) sales of all or a portion
of the Issuer’s assets (including, but not limited to, sales of the Issuer’s assets to the Reporting Persons, affiliates
of the Reporting Persons or other third parties); (3) the acquisition of loan or other commercial real estate assets for the purpose
of transforming the Issuer into a commercial mortgage REIT; and/or (4) the contribution of assets owned by the Reporting Persons, affiliates
of the Reporting Persons or other third parties to the Issuer in connection with a repositioning of the Issuer’s operations and
business strategy. The Reporting Persons may desire to, and, if the Issuer agrees, enter into, confidentiality or similar agreements
with the Issuer to facilitate such discussions. There can be no certainty as to whether discussions will occur, or, if they do, the outcome
of such discussions. The Reporting Persons may determine to accelerate or terminate discussions with the Issuer concerning topics related
to the enhancement of shareholder value or change the Reporting Persons’ intentions with respect to any such matters, in each case,
at any time and without prior notice. The Reporting Persons may, directly or indirectly, take such additional steps as the Reporting
Persons may deem appropriate to support their investment in the Issuer, including, but not limited to, entering into financing commitments
and other agreements, arrangements and understandings.
While
the Reporting Persons intend to engage in additional discussions with the Issuer and its representatives concerning topics related to
the enhancement of shareholder value, depending upon overall market conditions, other investment opportunities available to the Reporting
Persons, and the availability of Common Shares (and shares of the Issuer’s 7.75% Series A Cumulative Redeemable Perpetual Preferred
Stock Liquidation Preference $25.00 per Share (the “Series A Preferred Shares”)) at prices that would make the purchase or
sale of Common Shares and/or Series A Preferred Shares desirable, the Reporting Persons may endeavor to increase or decrease the Reporting
Persons’ position in the Issuer through, among other things, the purchase or sale of Common Shares and/or Series A Preferred Shares
on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
The Reporting Persons will continue to closely monitor the Issuer’s operations, prospects, business development, management, competitive
and strategic matters, capital structure, and prevailing market conditions, as well as other economic, securities markets and investment
considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may also discuss such
matters with industry analysts, existing or potential strategic partners, financing sources, competitors and investment and financing
professionals.
The
Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs
(a) - (j) of Item 4 of Schedule 13D, except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. Depending on various factors including, but not limited to, the Issuer’s financial position
and investment strategy, the price levels of the Common Shares and Series A Preferred Shares, conditions in the securities markets and
general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment
in the Issuer as the Reporting Persons deem appropriate, including, but not limited to: (1) engaging in discussions with other shareholders,
advisors, and other relevant parties; (2) proposing changes in the Issuer’s operations; (3) proposing changes to the Board
and the Issuer’s management team; (4) proposing changes to the Issuer’s declaration of trust, bylaws, governance structure
or capitalization; (5) proposing extraordinary corporate transactions, including, but not limited to, asset sales (including sales of
assets to the Reporting Persons, affiliates of the Reporting Persons or other third parties); (6) taking any actions with respect to
the Reporting Persons’ investment in the Issuer, including any or all of the actions set forth in this Item 4; (7) acquiring
Series A Preferred Shares in the open market, through privately negotiated transactions or otherwise; (8) engaging in hedging or similar
transactions with respect to the Common Shares, including, but not limited to, swaps and other derivative instruments; and (9) changing
the Reporting Persons’ intention with respect to any and all matters referred to in this Item 4.
| Item 5. |
Interest in Securities of
the Issuer. |
(a)
– (b). The information required for each Reporting Person by Item 5 (a) – (b) is set forth in Rows 7 – 13 on pages
1 and 2 of this Schedule 13D and is incorporated herein by reference, respectively, for each Reporting Person.
The
information with respect to the percentage of the outstanding Common Shares beneficially owned by the Reporting Persons set forth in
this Schedule 13D is calculated based on 3,389,661 outstanding Common Shares, as reported in the Issuer’s Quarterly Report on Form
10-Q filed with the Securities and Exchange Commission on May 10, 2024.
| (c) | The
transactions in the Common Shares by the Reporting Person during the past sixty days are set forth in Schedule A and are incorporated
herein by reference. |
| (d) | No
person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Common Shares reported herein. |
| Item 6. |
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer. |
On
July 24, 2024, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing
on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable
law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Except
as otherwise described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting
Persons, or between the Reporting Persons and any other person, with respect to any securities of the Issuer.
| Item 7. |
Material to be Filed as
Exhibits. |
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
July 24, 2024
| |
Axonic Capital LLC |
| |
|
|
|
| |
By: |
/s/ Clayton DeGiacinto |
| |
|
Name: |
Clayton
DeGiacinto |
| |
|
Title: |
Authorized
Signatory |
| |
|
|
|
| |
By: |
/s/ Clayton DeGiacinto |
| |
|
Name: |
Clayton
DeGiacinto |
| |
|
In
his capacity as managing member of Axonic Capital LLC |
SCHEDULE
A
TRANSACTIONS
IN THE ISSUER’S SECURITIES DURING THE LAST 60 DAYS
| Nature of the Transaction | |
Securities
Purchased* | | |
Price Per
Share** | |
Date of
Transaction | | |
Trading Range of
Transactions (inclusive) | |
| Purchase of Common Shares | |
| 552 | | |
$ | 0.9999 | |
6/3/2024 | | |
$ | 0.9995 | |
- | |
$ | 0.9999 | |
| Purchase of Common Shares | |
| 2,322 | | |
$ | 0.9000 | |
6/5/2024 | | |
$ | 0.9000 | |
- | |
$ | 0.9000 | |
| Purchase of Common Shares | |
| 22,126 | | |
$ | 0.8992 | |
6/6/2024 | | |
$ | 0.8679 | |
- | |
$ | 0.9000 | |
| Purchase of Common Shares | |
| 15,000 | | |
$ | 0.8655 | |
6/7/2024 | | |
$ | 0.8190 | |
- | |
$ | 0.9000 | |
| Purchase of Common Shares | |
| 10,434 | | |
$ | 0.8697 | |
6/10/2024 | | |
$ | 0.8215 | |
- | |
$ | 0.8900 | |
| Purchase of Common Shares | |
| 95 | | |
$ | 0.8500 | |
6/11/2024 | | |
$ | 0.8500 | |
- | |
$ | 0.8500 | |
| Purchase of Common Shares | |
| 4,099 | | |
$ | 0.8490 | |
6/12/2024 | | |
$ | 0.8401 | |
- | |
$ | 0.8500 | |
| Purchase of Common Shares | |
| 5,908 | | |
$ | 0.8340 | |
6/13/2024 | | |
$ | 0.7450 | |
- | |
$ | 0.8500 | |
| Purchase of Common Shares | |
| 5,000 | | |
$ | 0.7300 | |
6/14/2024 | | |
$ | 0.7300 | |
- | |
$ | 0.7300 | |
| Purchase of Common Shares | |
| 16,097 | | |
$ | 0.7891 | |
6/18/2024 | | |
$ | 0.7669 | |
- | |
$ | 0.8000 | |
| Purchase of Common Shares | |
| 6,504 | | |
$ | 0.7855 | |
6/20/2024 | | |
$ | 0.7660 | |
- | |
$ | 0.8000 | |
| Purchase of Common Shares | |
| 11,863 | | |
$ | 0.9308 | |
6/21/2024 | | |
$ | 0.8377 | |
- | |
$ | 0.9500 | |
| Purchase of Common Shares | |
| 1,368 | | |
$ | 0.8500 | |
6/24/2024 | | |
$ | 0.8500 | |
- | |
$ | 0.8500 | |
| Purchase of Common Shares | |
| 3,928 | | |
$ | 0.8541 | |
6/26/2024 | | |
$ | 0.8500 | |
- | |
$ | 0.8700 | |
| Purchase of Common Shares | |
| 6,422 | | |
$ | 0.8347 | |
6/27/2024 | | |
$ | 0.7651 | |
- | |
$ | 0.8500 | |
| Purchase of Common Shares | |
| 2,159 | | |
$ | 0.8490 | |
6/28/2024 | | |
$ | 0.8378 | |
- | |
$ | 0.8500 | |
| Purchase of Common Shares | |
| 5,000 | | |
$ | 0.9390 | |
7/1/2024 | | |
$ | 0.9116 | |
- | |
$ | 0.9500 | |
| Purchase of Common Shares | |
| 70 | | |
$ | 0.8700 | |
7/3/2024 | | |
$ | 0.8500 | |
- | |
$ | 0.8500 | |
| Purchase of Common Shares | |
| 41,053 | | |
$ | 0.8595 | |
7/5/2024 | | |
$ | 0.8268 | |
- | |
$ | 0.8700 | |
| Purchase of Common Shares | |
| 1,497 | | |
$ | 1.1000 | |
7/22/2024 | | |
$ | 1.1000 | |
- | |
$ | 1.1000 | |
| Purchase of Common Shares | |
| 22,000 | | |
$ | 1.1057 | |
7/23/2024 | | |
$ | 0.9297 | |
- | |
$ | 1.3000 | |
| * |
Represents transactions
made on the open market by the Reporting Persons. |
| ** |
The price reported
is a weighted-average price. These shares were purchased in multiple transactions at prices ranging between the values included in
the “Trading Range of Transactions” column, inclusive. The Reporting Persons undertake to provide to the Issuer, any
security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the
number of shares purchased at each separate price within the range set forth above. |
Other
than as disclosed in this Schedule A, there was no transaction in the Common Shares by the Reporting Persons during the past sixty days.
7
EXHIBIT
99.1
JOINT
FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity
of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not
be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
Date:
July 24, 2024
| |
Axonic
Capital LLC |
| |
|
|
|
| |
By: |
/s/
Clayton DeGiacinto |
| |
|
Name: |
Clayton
DeGiacinto |
| |
|
Title: |
Authorized
Signatory |
| |
|
|
|
| |
By: |
/s/
Clayton DeGiacinto |
| |
|
Name: |
Clayton
DeGiacinto |
| |
|
In
his capacity as managing member of Axonic Capital LLC |
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