8-K - GYRO - Equibles

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 6, 2026

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 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. ☐

Item 1.01	Entry into a Material Definitive Agreement

GSD Flowerfield LLC, a New York limited liability company (“GSD”) and wholly-owned subsidiary of Gyrodyne, LLC, a New York limited liability company (the “Company”), and B2K Smithtown LLC, a Delaware limited liability company (“B2K”), have entered into a Second Amendment dated as of January 6, 2026 (the “Second Amendment”) to the Purchase and Sale Agreement effective as of July 30, 2025 (the “Purchase Agreement”) between GSD and B2K.

Among other provisions, the Second Amendment provides as follows:

●	On-Site Improvements. At closing, GSD will credit B2K $1,520,222 toward the purchase price for specified on-site improvements to Lots 1 and 3 of Flowerfield, with no increase if additional work is required. B2K will be responsible for constructing all common facilities and offsite improvements, while GSD will use commercially reasonable efforts to cooperate by providing access at no cost to GSD. The Company is reviewing the impact of the aforementioned purchase price credit for on-site improvements to determine the impact, if any, on the overall value of the Flowerfield property.
●	Investigation Period. The parties acknowledge that the Investigation Period (as defined in the Purchase Agreement), as extended, has expired and that B2K’s right to terminate the Purchase Agreement under Section 3.1(D) of the Purchase Agreement is null and void and of no further force nor effect.
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●	Title Objections. B2K delivered a title objection notice dated December 15, 2025 pursuant to Section 1.2 of the Purchase Agreement, to which GSD responded by letter dated December 19, 2025. The Amendment provides that B2K accepts GSD’s response, with GSD obligated only to the actions stated therein or required by the Purchase Agreement. The parties have until February 5, 2026 to resolve certain third party land use covenants; if agreement is not reached, B2K may terminate the Purchase Agreement on or before February 6, 2026 and receive a return of its deposit, with the Purchase Agreement becoming void and of no force and effect. If B2K does not timely terminate, it is deemed to have accepted the covenants as recorded.
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Except as otherwise expressly set forth in the Second Amendment, all other terms and conditions of the Purchase Agreement are ratified, confirmed and remain in full force and effect.

The foregoing description of the Second Amendment is qualified in it is entirety by reference to the full text of the Second Amendment, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company believes it is premature to determine the impact on the timeline and on the value of net assets in liquidation as the resolution to the aforementioned third-party covenant issue is not known and therefore not estimable.

Item 9.01.	Financial Statements and Exhibits.
(d) Exhibits:
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10.1*	Second Amendment dated as of January 6, 2026 to Purchase Agreement dated as of July 30, 2025 between GSD Flowerfield LLC and B2K Smithtown LLC.
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104	Cover page Interactive Data File (formatted as Inline XBRL document)

* CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED BY MEANS OF MARKING SUCH PORTIONS WITH BRACKETS (“[******]”) BECAUSE THE IDENTIFIED CONFIDENTIAL PORTIONS (I) ARE NOT MATERIAL AND (II) ARE THE TYPE OF INFORMATION THAT THE COMPANY CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE OR CONFIDENTIAL.

Forward-Looking Statement Safe Harbor

The statements made in this Current Report on Form 8-K and other materials the Company has filed or may file with the SEC, in each case that are not historical facts, contain "forward-looking information" within the meaning of the Private Securities Litigation Reform Act of 1995, and Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, which can be identified by the use of forward-looking terminology such as "may," "will," "anticipates," "expects," "projects," "estimates," "believes," "seeks," "could," "should," or "continue," the negative thereof, and other variations or comparable terminology as well as statements regarding the evaluation of strategic alternatives and liquidation contingencies. These forward-looking statements are based on the current plans and expectations of management and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements. Such risks and uncertainties include, but are not limited to, risks and uncertainties relating to our efforts to enhance the values of our remaining properties and seek the orderly, strategic sale of such properties as soon as reasonably practicable, risks associated with the Article 78 proceeding against the Company and any other litigation that may develop in connection with our efforts to enhance the value of and sell our properties, risks relating to our national marketing campaign led by JLL for the sale of our Flowerfield and Cortlandt Manor properties, risks associated with our purchase and sale agreement with B2K (and future purchase and sale agreements for our remaining properties that may be contingent on years-long regulatory contingencies) in light of our financial condition, ongoing community activism, risks associated with proxy contests and other actions of activist shareholders, risks related to the recent banking crisis and closure of two major banks (including one with whom we indirectly have a mortgage loan), regulatory enforcement, risks inherent in the real estate markets of Suffolk and Westchester Counties in New York, the ability to obtain additional capital in order to enhance the value of the Flowerfield and Cortlandt Manor properties and negotiate sales contracts and defend the Article 78 proceeding from a position of strength, the continuing effects of the COVID-19 pandemic, the ongoing risk of inflation, elevated interest rates, recession and supply chain constraints or disruptions and other risks detailed from time to time in the Company's SEC reports. These and other matters the Company discusses in this Current Report on Form 8-K may cause actual results to differ from those the Company describes.

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
	By:	/s/ Gary Fitlin
	Gary Fitlin
	President, Chief Executive Officer, Chief Financial Officer and Treasurer
Date: January 12, 2026

ex_906667.htm

Exhibit 10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

SECOND AMENDMENT TO PURCHASE AGREEMENT

THIS SECOND AMENDMENT TO PURCHASE AGREEMENT (this “Second Amendment”) is made and entered into as of this 6th day of January, 2026, by and between GSD FLOWERFIELD LLC, a New York limited liability company (“Seller”) **** and B2K AT SMITHTOWN LLC, a New York limited liability company (“Purchaser”).

W I T N E S S E T H:

WHEREAS, Seller and Purchaser are parties to that certain Purchase Agreement dated July 30, 2025, as amended from time to time (the “Purchase Agreement”), whereby Seller agreed to sell to Purchaser, and Purchaser agreed to purchase from Seller, an approximately forty-nine (49) acre portion of the Gyrodyne campus in St. James, New York, generally shown as proposed lots 4, 5, 6, 7 and 8 on the Preliminary Subdivision Map (the “Premises”); and

WHEREAS, Seller and Purchaser desire to amend and modify the Purchase Agreement as set forth herein;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises set forth in this Second Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

1.Sanitary Flow Chart. The parties agree that the sanitary flow chart annexed hereto as Exhibit “A” shall become the Flow Chart, as defined in the Purchase Agreement as Exhibit “E”. For the sake of clarity, with the exception of the sanitary flow allocated to Lots 1, 2 and 3, all remaining available sanitary flow shall be allocated towards Purchaser for its exclusive use.

2.On-Site Improvements. Section 21.3 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following language:

Redacted Second Amendment - B2K

EXHIBIT 10.1

21.3 The subdivision of the Overall Property will necessarily require the construction and subsequent maintenance of certain common facilities, including but not limited to: interior roadways/walkways/curbing/sidewalks, drainage facilities, lighting, landscaping, retaining walls, water supply system and utilities (collectively, “Common Facilities”) and off-site improvements (collectively, “Offsite Improvements”), including, without limitation, installation of traffic light, addition of turning lane, and improvement of intersection of Route 25A and Stony Brook Road as detailed on EXHIBIT “H” **** annexed hereto and made a part hereof. Purchaser shall, at Purchaser’s sole cost and expense, construct all Common Facilities and Offsite Improvements including, without limitation, those which are (i) located on the Premises, (ii) necessary for the development of Purchaser’s Project and/or required for the development of Purchaser’s Project, [****]. Notwithstanding Purchaser’s obligation to construct all Common Facilities and Offsite Improvements, Seller shall provide Purchaser with a credit to the Purchase Price at Closing equal to $1,520,222.00 (“Seller’s On-Site Improvement Contribution Amount”), which amount is intended to cover only those expenses with respect to (i) Lot 1 (Industrial Buildings B, C, & D) [****] (ii) Lot 3 (Industrial Building A) [****], however, Seller’s On-Site Improvement Contribution Amount shall not be increased should additional work and/or improvements be required. Purchaser shall perform construction of all Common Facilities and Offsite Improvements, in conjunction with construction of Purchaser’s Project, with reasonable diligence, subject to force majeure. Seller shall, at no cost to Seller, use commercially reasonable efforts to cooperate with Purchaser and its agents in permitting reasonable access to the balance of the Overall Property owned by Seller to complete the construction of the Common Facilities and Offsite Improvements, provided that Purchaser shall not unreasonably interfere with the business of Seller and/or its tenants. Purchaser shall comply with the notice, insurance, and indemnity requirements set forth in Section 3.2 herein in connection with the construction of the Common Facilities and Offsite Improvements and shall ensure all work is completed lien-free, in accordance with the approved plans, and in a good and workmanlike manner. Purchaser hereby indemnifies and shall protect, defend, save, and hold Seller forever harmless from and against any claims, judgements, costs, expenses, liabilities, damages, and the like arising, relating to, or otherwise in connection with Purchaser’s construction of the Common Facilities and Offsite Improvements or Purchaser’s failure to complete the Common Facilities and/or Offsite Improvements. The maintenance and repair of the Common Facilities and Offsite Improvements shall be governed by a Property Owner’s Association Declaration of Covenants, Restrictions, Easements, and Charges (“POA Declaration”) in a form to be agreed upon by the parties during the [****] STP Agreement Period and to be annexed hereto and made a part hereof as EXHIBIT “I”. Seller shall cause the POA Declaration to be recorded at or prior to the Closing. Purchaser and Seller shall each be responsible to pay its proportionate share (based on acreage) of the cost of the maintenance, repair, and/or replacement of the Common Facilities in accordance with the terms, covenants, and conditions of the POA Declaration.

3. [****]

4.Common Facilities and Offsite Improvements Exhibit. The parties agree that Exhibit “B” attached hereto shall hereby become Exhibit “H” – Common Facilities and Offsite Improvements under the Purchase Agreement.

5.Investigation Period. The parties hereby acknowledge and agree that the Investigation Period (as defined in the Purchase Agreement), as extended, has expired. Purchaser’s right to terminate the Purchase Agreement set forth in Section 3.1(D) of the Purchase Agreement is hereby null and void and of no further force nor effect.

Redacted Second Amendment - B2K

EXHIBIT 10.1

6.Title Objections. [****] delivered that certain letter, dated December 15, 2025, which served as Purchaser’s title objection notice pursuant to Section 1.2 of the Purchase Agreement. On December 19, 2025, Seller’s attorney responded to Purchaser’s title objections by letter from Michelle L. Stieglitz, a copy of which is annexed hereto and made a part hereof as Exhibit “E” (“Seller’s Response Notice”). Purchaser hereby acknowledges receipt and accepts Seller’s responses set forth in Seller’s Response Notice. Seller shall not be obligated to take any action other than those certain acts Seller agreed to take in Seller’s Response Notice, or as otherwise expressly required under the Purchase Agreement. Notwithstanding the foregoing, Seller and Purchaser shall have until 5:00pm New York time on February 5, 2026 to [****] agree [****] to reasonable modifications to [****] certain Declaration of Covenants and Restrictions [****] In the event Seller, Purchaser, and [****] are unable to agree, in writing, to the [****]Covenant Modifications, in form and substance reasonably satisfactory to Purchaser, in Purchaser’s sole (but commercially reasonable) discretion and at no cost to Purchaser, on or before 5:00pm New York time on February 5, 2026, then in such event Purchaser shall have the right to terminate this Agreement no later than 5:00pm New York time on February 6, 2026, time being of the essence, upon written notice to Seller, in which event any Report (as defined in the Purchase Agreement) prepared in connection with the transaction contemplated by the Purchase Agreement, as amended hereby, shall be delivered to Seller, the Initial Deposit shall be returned to Purchaser, and the Purchase Agreement, as amended hereby, shall be deemed null and void and the parties hereto shall be relieved of all further obligations and liabilities except as otherwise expressly set forth in the Purchase Agreement. In the event Purchaser does not exercise its right to terminate the Purchase Agreement, as amended hereby, in accordance with this Paragraph 6, Purchaser shall be deemed to have accepted the [****] Covenant as recorded. Any notice purporting to terminate the Purchase Agreement, as amended hereby, pursuant to the provisions of this Paragraph 6 after 5:00pm New York time on February 6, 2026 shall be deemed null and void and of no force and effect.

7.Miscellaneous.

(a) Except as otherwise expressly set forth herein, all other terms and conditions of the Purchase Agreement are ratified, confirmed and remain in full force and effect.

(b) This Second Amendment may be executed in one or more counterparts, and may be transmitted by email, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(c) This Second Amendment and the rights, powers and duties set forth herein shall be binding upon the parties hereto, their respective heirs, estate, legal representatives, trustees, successors in trust, beneficiaries, successors and assigns.

(d) This Second Amendment can only be amended in writing executed by all of the parties hereto.

(e) To the extent of any conflict between the terms of the Purchase Agreement and the terms of this Second Amendment, the terms and conditions of this Second Amendment shall supersede and prevail.

[The remainder of this page is intentionally left blank. The signature page follows.]

Redacted Second Amendment - B2K

EXHIBIT 10.1

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the date Second written above.

SELLER:	GSD FLOWERFIELD LLC
	By:
		Name:
		Title:
PURCHASER:	B2K AT SMITHTOWN LLC
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	By:
		Name:
		Title:

Redacted Second Amendment - B2K

EXHIBIT 10.1

Exhibit “A”

EXHIBIT E – SANITARY FLOW CHART

Redacted Second Amendment - B2K

EXHIBIT 10.1

Exhibit “B”

EXHIBIT H – COMMON FACILITIES AND OFFSITE IMPROVEMENTS

(ATTACHED)

Redacted Second Amendment - B2K

EXHIBIT 10.1

Exhibit “C”

ON SITE IMPROVEMENTS – LOT 1 (Industrial Buildings B, C, & D)

[****]

Redacted Second Amendment - B2K

EXHIBIT 10.1

Exhibit “D”

ON SITE IMPROVEMENTS – LOT 3 (Industrial Building A)

[****]

Redacted Second Amendment - B2K

EXHIBIT 10.1

Exhibit “E”

Seller’s Response Notice

Redacted Second Amendment - B2K

EXHIBIT 10.1

Redacted Second Amendment - B2K

EXHIBIT 10.1

Redacted Second Amendment - B2K

EXHIBIT 10.1

Redacted Second Amendment - B2K

EXHIBIT 10.1

Redacted Second Amendment - B2K

EXHIBIT 10.1

Redacted Second Amendment - B2K