8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

May 30, 2025

CLIPPER REALTY INC.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (718) 438-2804

Former name or former address, if changed since last report: N/A

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 Instructions A.2.):

Securities registered pursuant to Section 12(b) of the Act:

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 1.02. Termination of a Material Definitive Agreement

On May 30, 2025, in connection with the Sale Transaction (as defined below), 10 West 65^^Owner LLC, a subsidiary of Clipper Realty Inc. (the “Company”), repaid in full the $31.2 million in mortgage note (the “Mortgage”)  secured by the premises known as 10 West 65^th^ Street in New York (the “Property”) to Flagstar Bank (“Flagstar”), issued in connection with the acquisition of the Property in October 2017. In addition to the Mortgage repayment, the Company paid $0.8 million in accrued interest through the date of closing of the Sale Transaction. Upon repayment of the Mortgage, the Bank released $1.1 million in previously deposited property tax escrow and other debt reserves to the Company. The Company did not incur any penalties related to the prepayment of the Mortgage.

Item 2.01. Completion or Acquisition of Disposition of Assets

On May 30, 2025, the Company completed the sale of the Property (the “Sale Transaction”) pursuant to the Purchase and Sale Agreement (the “Agreement”) with 10 West 65, LLC, a limited liability company not affiliated with the Company (“Purchaser”) dated as of April 2, 2025 (the “Effective Date”) for gross proceeds of $45.5 million less approximately $1.9 million in closing costs. At Closing, the Company repaid the Mortgage with Flagstar, as detailed above.

Item 9.01 Financial Statements and Exhibits

(b) Pro forma financial information

The unaudited pro forma consolidated financial information of Clipper Realty Inc., giving effect to the Sale Transaction, as of March 31, 2025, and for the three months then ended, and for the year ended December 31, 2024, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits:

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: June 5, 2025

ex_827653.htm

Exhibit 99.1

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma consolidated balance sheet as of March 31, 2025 and the unaudited pro forma consolidated statements of operations for the three months ended March 31, 2025 and year ended December 31, 2025 have been derived from the historical consolidated financial statements of the Company, as adjusted to give effect to the completion of the sale on May 30, 2025 (the “Sale”) of the Company’s property at 10 West 65th Street, New York City (the “Property”), and are intended to reflect the impact of the Sale on the Company’s results on a pro forma basis as of and for the periods indicated.

The unaudited pro forma consolidated financial statements of the Company and its subsidiaries have been prepared using assumptions and estimates that the Company’s management believes are reasonable under the circumstances and are intended for informational purposes only. They are not necessarily indicative of the financial results that would have occurred if the transactions described herein had taken place on the dates indicated, nor are they indicative of the future consolidated results of the Company. However, management believes that the estimates and assumptions used provide a reasonable basis for presenting the significant effects of the Sale of the Property. Management also believes the pro forma adjustments give appropriate effect to the estimates and assumptions and are applied in conformity with accounting principles generally accepted in the United States of America.

The unaudited pro forma financial information should be read in conjunction with the historical consolidated financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company for the three months ended March 31, 2025 (unaudited) and for the year ended December 31, 2024 (audited), including the related notes, filed with the Securities and Exchange Commission.

The unaudited pro forma consolidated balance sheet as of March 31, 2025, has been prepared in accordance with the Securities and Exchange Commission’s pro forma rules under Regulation S-X Article 11 assuming the Sale of the Property occurred as of that date. The unaudited pro forma consolidated statements of operations for the three months ended March 31, 2025, and year ended December 31, 2024, have been prepared assuming that the Sale of the Property occurred as of January 1 of each period presented. All material adjustments required to reflect the Sale are set forth in the columns labeled “Pro Forma Adjustments”. The data contained in the columns labeled “As Reported” is derived from the Company’s historical unaudited consolidated balance sheet as of March 31, 2025, and the Company’s historical unaudited consolidated statement of operations for the three months ended March 31, 2025, and the audited consolidated statement of operations for the year ended December 31, 2024.

All values are in US Dollars.

(a) Represents pro forma cash received as if the Sale was completed on March 31, 2025. The Sale was completed on May 30, 2025 for a Sale price of $45,500 less closing costs of $1,864. In addition, as completed pro forma on March 31, 2025, the sale would have resulted in an additional $1,203 for assets and liabilities credited to or retained by the Company in cash.

(b) Represents pro forma repayment of debt outstanding of the Property as if repaid March 31, 2025.

(c ) Represents pro forma write-off of assets and pro forma retention of certain assets and liabilities of the Property as if the Sale was completed on March 31, 2025.

(d) Represents pro forma loss on sale of property as if sold on March 31, 2025, reflecting contractual sale price of $45,500 less closing costs of $1,864 and basis of investment in real estate of $44,135.

(a) Represents pro forma effects of completion of the Sale of the Property and repayment of debt of the Property as if completed at beginning of period.