8-K

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):  October 7, 2024

GYRODYNE, LLC

(Exact name of Registrant as Specified in its Charter)

New York	001-37547	46-3838291
(State or other jurisdiction	(Commission File	(I.R.S. Employer
of incorporation)	Number)	Identification No.)

ONE FLOWERFIELD

SUITE 24

ST. JAMES, New York 11780

(Address of principal executive

offices) (Zip Code)

(631) 584-5400

Registrant’s telephone number,

including area code

N/A

(Former name or former address, if changed since last report.)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common   Shares of   Limited<br><br> <br>Liability   Company   Interests	GYRO	Nasdaq   Capital   Market

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))

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. ☐

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Item 7.01.	Regulation FD Disclosure.

Gary Fitlin, President, Chief Executive Officer, Chief Financial Officer and Treasurer of Gyrodyne, LLC (the “Company”), presented remarks at the Company’s 2024 Annual Shareholders Meeting held on October 7, 2024 (the “2024 Annual Meeting”). The text of Mr. Fitlin’s remarks is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

The information furnished pursuant to this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Item 9.01.	Exhibits

(d) Exhibit:

99.1	President, CEO, CFO and Treasurer Remarks
99.2	Pro Forma Reconciliation to Net Asset Value
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

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.

		GYRODYNE, LLC
Date:   October 7, 2024	By:	/s/  Gary Fitlin
	Name:	Gary Fitlin
	Title:	President, Chief Executive Officer, Chief Financial<br><br> <br>Officer and Treasurer

Exhibit 99.1

President, CEO, CFO and Treasurer Remarks

Thank you very much Paul.

Thank you everyone for joining us today.

Despite the economic headwinds that adversely affected the publicly traded commercial office market over recent years, our stated goals remain unchanged - sell the properties at post entitled values and make liquidating distributions as soon as possible.

In response to feedback we received in our shareholder outreach program last year, we made significant corporate governance and compensation enhancements including the addition of Jan Loeb as a director, amendments to the Retention Bonus Plan and the exchange by directors of retention bonus plan benefits for restricted stock, all of which increased alignment with shareholders and in the aggregate increased the proforma June 2023 NAV by over $1 per share ($20.14 to $21.25).

Before going further, I sincerely want to thank our team of employees, directors and advisors for their relentless focus on the mission of maximizing future distributions to our shareholders while simultaneously deferring much of their director and advisory fees.

What has happened since our last Annual Meeting?

Since last year, we completed a Rights Offering which was over 65% oversubscribed and resulted in net proceeds of approximately $4.4 million, a fiscally responsible move that enables us to defend the Article 78 proceeding and negotiate with purchasers from a position of strength.

In addition, we retained JLL Capital Markets to market our Flowerfield and Cortlandt Manor properties. The JLL team is led by the head of their capital markets division for the tri state area which we believe will result in a more value enhancing approach to the sales process. We hope to be announcing transactions relatively soon as a result of this process and then proceeding to closings and distributions to our shareholders.

The success of the sales efforts is heavily contingent on the entitlements.

In March 2023, the Cortlandt Town Board adopted a Medical Oriented District with our property receiving the medical oriented district designation from the Town Board and entitlements for up to 150,000 square feet of medical office and 4,000 square feet of retail use. The property is now positioned for sale at post entitled values. The market for medical office properties has significantly changed following the pandemic. These changes along with the economic headwinds (higher interest rates, sticky inflation on construction costs and continued political attention to rising medical costs) has exacerbated an already challenging development opportunity in Cortlandt.

Moving on to Smithtown

In February 2024, the Court issued its decision regarding our motion for dismissal of the Article 78 proceeding challenging the Town of Smithtown’s granting of our application for preliminary approval to divide the Flowerfield property. The court denied the motions in part and granted them in part. Following the decision, the parties have submitted briefs on the merits of the remaining petitioners’ contentions and are awaiting the court’s decision.

Let us now pivot toward our operations and financial update.

For the first six months of 2024, our costs in excess of operating receipts (excluding land development costs) were approximately $575,000, approximately $580,000 less than the first six months of 2023. Approximately 84% of the reduction in costs are related to the shareholder activist campaign waged by Star Equity in 2023 which was settled in October of last year, supplemented by cost reductions in 2024.

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Our occupancy rate is 82% as of June 2024 versus 85% at December 2022. The degradation in the commercial office market combined with inflation has and is expected to continue to challenge us to increase our occupancy rate and average rate per square foot.

Our second quarter 10-Q reflects an estimated liquidating value of $16.09 per share, a decrease in the proforma NAV per share from $17.45 as of December 2022. The proforma NAV per share decrease of $1.36 per share between year-end 2022 and June 2024 was caused by the timeline extension through December 31, 2025 and the fees associated with the activist fight. While NAV per share decreased, the total, NAV increased by approximately $5 million between year-end 2022 ($30,367,499) and June 2024 ($35,387,309) which was mainly attributable to $4.4 million in net proceeds from the Rights Offering.

Prior to 2022, we anticipated the need for capital through 2024 and locked into three term loans at fixed rates ranging from 3.75% to 3.85% with maturity dates in 2027 and 2028. As a result of those steps, Gyrodyne’s debt service was largely unaffected by the Federal Reserve Interest Rate increases over the last three years. The total principal of the loans outstanding on June 30, 2024 was $11.3 million. The annual debt service is approximately $1 million ($300,000 of which is principal) which contributes to our forecasted annual burn rate, excluding land development and Article 78 related litigation expenses of $1.3 million.

Let us now discuss our sales and marketing efforts.

Our entitlement applications continue to generate interest among potential buyers, despite the Article 78 Proceeding, inflation, volatile interest rates and the banking crisis in the first quarter of 2023. We will of course make prompt public disclosure of any definitive agreements we may reach.

In summary, although there cannot be assurances and the process is largely impacted by local officials over whom we have no control, we are hopeful we will receive final entitlements on Flowerfield in late 2024. We are actively marketing both Flowerfield and Cortlandt Manor with the goal of entering into sales agreements at post entitled values. The ultimate value realized is therefore largely dependent on the success of the post pandemic economic recovery, inflation, the stabilization of interest rates, and the speed at which the courts operate and the municipalities act.

Finally, while we still believe final entitlements and subsequent sales of individual properties will maximize distributions to shareholders, we remain open to offers for the properties as is and where is and or for sale of the Company itself.

I thank you very much for your anticipated continuing support.

Exhibit 99.2

Pro Forma Reconciliation to Net Asset Value

	Total NAV			Shares Outstanding		NAV Per Share
NAV - 6/30/23	$	29,866,456			1,482,680	$	20.14
Board Retention Bonus @ June 30,2023		3,695,600			91,628
Amendment 5 increased employee bonus		(110,705	)
Proforma NAV	$	33,451,351			1,574,308	$	21.25
	Total NAV			Shares Outstanding		NAV Per Share
---	---	---	---	---	---	---	---
NAV 12/31/22	$	30,367,499			1,482,680	$	20.48
RBP @ 12/31/22		5,685,539
Amendment #5 RBP		(4,802,928	)
Restricted Stock Plan		2,702,285			91,628
Rights Offering		4,418,380			625,000
Proforma NAV 12/31/22	$	38,370,775			2,199,308	$	17.45