Current Report Filing (8-k)
January 13 2022 - 3:06PM
Edgar (US Regulatory)
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2022-01-13
2022-01-13
0001080657
SQFT:SeriesCommonStockMember
2022-01-13
2022-01-13
0001080657
SQFT:Sec9.375SeriesDCumulativeRedeemablePerpetualPreferredStockMember
2022-01-13
2022-01-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 13, 2022
PRESIDIO
PROPERTY TRUST, INC.
(Exact
name of registrant as specified in its charter)
Maryland
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|
|
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33-0841255
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(State
or other jurisdiction
of
incorporation or organization
|
|
|
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(I.R.S.
employer
identification
no.)
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4995
Murphy Canyon Road, Suite 300
San
Diego, CA 92123
(Address
of principal executive offices)
(760)
471-8536
(Registrant’s
telephone number, including area code)
Title
of each class of registered securities
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Series
A Common Stock, $0.01 par value per share
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SQFT
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The
Nasdaq Stock Market LLC
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|
|
|
|
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9.375%
Series D Cumulative Redeemable Perpetual Preferred Stock $0.01 par value per share
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SQFTP
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The
Nasdaq Stock Market LLC
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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 (see General Instruction A.2. below):
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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. ☐
On
January 13, 2022, Presidio Property Trust, Inc. (the “Company”) issued a press release (the “Press Release”)
announcing that that, in connection with its previously declared special warrant dividend, the Company’s common stock will trade
with “due bills” representing the right to receive the warrant dividend during the period following the January 14, 2022
record date through the close of business on the business day before the ex-dividend date to be established by the Nasdaq Stock Market,
which is expected to be on or around January 24, 2022. The Company will separately announce the ex-dividend date once it has been determined.
The
warrant dividend will be payable to those persons who hold shares of common stock and existing outstanding warrants as of the January
14, 2022 record date, or who acquire shares of common stock in the market following the record date, and in each case who continue to
hold such shares at the close of trading on the date before the ex-dividend date to be established by the Nasdaq Stock Market.
Holders
of common stock should consult their broker or financial advisor as to the first day when shares can be sold and the warrant retained.
The
warrant dividend is expected to be issued on or around January 24, 2022. These warrants will give the holder the right to purchase one
share of common stock at $7.00 per share, for a period of five years. Should shareholders not convert the warrants during that holding
period, the warrants will automatically convert to 1/10 of a common share at expiration, rounded down to the nearest number of whole
shares.
The
Company has applied for these warrants to trade on the Nasdaq Capital Market under the symbol SQFTW and expects trading to begin on or
around January 24, 2022. 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
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Financial
Statements and Exhibits
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(d)
Exhibits
The
following exhibit is being filed herewith:
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.
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PRESIDIO
PROPERTY TRUST, INC.
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Date:
January 13, 2022
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By:
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/s/
Adam Sragovicz
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Adam
Sragovicz
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Chief
Financial Officer
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