8-K - NYC - 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): April 29, 2024

American Strategic Investment Co.

(Exact Name of Registrant as Specified in Charter)

Maryland	001-39448	46-4380248
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
222 Bellevue Ave,<br><br> <br>Newport, Rhode Island 02840
(Address, including zip code, of Principal<br>Executive Offices)
Registrant’s telephone number, including area code: (212 ) 415-6500

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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol(s)	Name of each exchange on which registered
Class<br> A common stock, $0.01 par value per share	NYC	New<br> York Stock Exchange
Class<br> A Preferred Stock Purchase Rights	true	New<br> York Stock Exchange

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. ¨

Common Stock [Member]

Item 1.01 Entry into a Material DefinitiveAgreement.

On April 29, 2024, ARC NYC 570SEVENTH, LLC, a wholly owned subsidiary (the “Borrower”) of New York City Operating Partnership, L.P. (the “OP”), the operating partnership of American Strategic Investment Co. (the “Company”), entered into a second amendment (the “Amendment”) to the term loan agreement, dated April 26, 2019 (as amended, the “Loan Agreement”), with the Company, as guarantor of certain enumerated recourse liabilities of the Borrower under the Loan Agreement, Capital One, National Association, as administrative agent (the “Administrative Agent”), and the other lenders party thereto (each a “Lender” and together, the “Lenders”).

The Amendment amended the Loan Agreement primarily to effect the following changes: (i) extend the maturity date of the term loan (the “Loan”) provided by the Lenders under the Loan Agreement to October 31, 2024 (with the option of an additional extension to January 31, 2025, subject to certain conditions)(such date, the “Maturity Date”) in order to facilitate efforts to sell the Company’s 9 Times Square Midtown Manhattan asset (the “Property”) in connection with the Company’s previously announced repositioning of its investment portfolio and expanded business plan to invest in assets beyond Manhattan real estate (the “Investment Portfolio Diversification Plan”), (ii) increase the interest rate spread applicable to SOFR Loans (as defined in the Loan Agreement) from 1.60% to 2.60%, (iii) provide that Excess Cash Flow (as defined in the Amendment) shall be deposited to an account maintained by the Administrative Agent within ten (10) calendar days of the end of each month, (iv) require the Borrower to deliver the Administrative Agent a purchase and sale agreement with respect to the Property or an offering memorandum (or similar offering materials) to parties potentially interested in purchasing the Property within sixty (60) days of the Amendment, (v) require the Company to refrain from making distributions while the Loan is outstanding and (vi) if the Loan is not paid in full on or prior to the Maturity Date, the OP shall pledge its membership interest in the Borrower to the Administrative Agent as additional collateral for the Loan.

The Company did not incur additional debt or receive any proceeds in connection with entering into the Amendment.

The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 1.01.

Item 7.01 Regulation FD Disclosure.

On April 29, 2024, the Company issued a press release regarding the Amendment, the commencement of the efforts to sell the Property and certain actions related to the Investment Portfolio Diversification Plan, a copy of which is attached hereto as Exhibit 99.1.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item9.01 Financial Statements and Exhibits.

(d)

Exhibit No	Description
10.1	Second Amendment to Term Loan Agreement, dated as of April 29, 2024 between ARC NYC570SEVENTH, LLC, as borrower, the Company, Capital One, National Association, as administrative agent, and the lenders party thereto.
99.1	Press Release dated April 30, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	American Strategic Investment Co.
Date: April 30, 2024	By:	/s/ Michael Anderson
		Michael Anderson
		Chief Executive Officer

Exhibit 10.1

Execution Version

Second AMENDMENT TO TERM LOAN AGREEMENT AND FIRST AMENDMENT TO CASH MANAGEMENT AGREEMENT

This SECOND AMENDMENT TOTERM LOAN AGREEMENT AND FIRST AMENDMENT TO CASH MANAGEMENT AGREEMENT (this “Amendment”) dated as of April 29, 2024, and effective as of April 26, 2024 (subject to satisfaction or waiver of the conditions set forth in Section 6 herein) is made by and among ARC NYC570SEVENTH, LLC, a Delaware limited liability company (together with its permitted successors and assigns, “Borrower”), AMERICAN STRATEGIC INVESTMENT CO. (formerly known as NEW YORK CITY REIT, INC.), a Maryland corporation (the “Guarantor”), CAPITAL ONE, NATIONAL ASSOCIATION, as administrative agent (together with its successors and assigns in such capacity and any replacement administrative agent, “AdministrativeAgent”) and in its capacity as the sole lead arranger and sole bookrunner (in such capacities, “Sole Lead Arranger” and “Sole Bookrunner,” respectively), and the lenders that are or hereafter become party to the Loan Agreement (as such term is defined below) (each, a “Lender”, collectively, the “Lenders”). The Borrower, the Guarantor, the undersigned Lenders and the Administrative Agent are referred to collectively as the “Parties”, and individually as a “Party”. Each capitalized term used but not otherwise defined in this Amendment shall have the meaning ascribed to it in the Loan Agreement.

WITNESSETH:

WHEREAS, the Parties have heretofore entered into (i) that certain Term Loan Agreement, dated as of April 26, 2019 (as the same may be amended, restated, extended, joined, supplemented and/or modified from time to time, by and among the Borrower, the Lenders, and the Administrative Agent, including, without limitation, by that certain Waiver and Amendment to Term Loan Agreement, dated as of March 1, 2022, the “Loan Agreement”), and (ii) that certain Cash Management Agreement, dated as of April 26, 2019 (as the same may be amended, restated, extended, joined, supplemented and/or modified from time to time, by and among the Borrower, the Lenders, and the Administrative Agent the “Cash ManagementAgreement”);

WHEREAS, the Borrower has notified the Administrative Agent that it intends to engage in a marketing process to sell the Property (the “Sale Transaction”), the proceeds of which Sale Transaction are contemplated to be sufficient to repay in full the Debt;

WHEREAS, Borrower has requested that the Administrative Agent, on behalf of the Lenders, extend the Maturity Date and make certain amendments and modifications to the Loan Agreement as set forth herein in order to complete the marketing process and consummate the Sale Transaction; and

WHEREAS, subject to the terms and conditions set forth herein, the Lenders are willing to extend the Maturity Date and to make certain amendments and modifications to the Loan Agreement, all as set forth herein.

NOW, THEREFORE, the Parties, in consideration of the mutual covenants hereinafter set forth and intending to be legally bound hereby, agree as follows:

1. Definitions used in this Amendment. As used herein, the following terms shall have the following definitions:

(a) “Excess Cash Flow”: as set forth in the Excess Cash Flow Reconciliation (as such term is defined in Section 3(a) of this Amendment) on the fifth (5^th^) day of each calendar month, an amount equal to the amount of funds remaining in the Auto-debit Account excluding the amount necessary to satisfy (i) Debt Service for the then-current Interest Period, (ii) Taxes, (iii) insurance premiums and related costs, (iv) Operating Expenses as set forth in the Approved Operating Budget for the then-current calendar month, and (v) such additional amounts as may be approved pursuant to Section 3(a) of this Amendment by the Administrative Agent in writing (including by electronic mail).

2. Amendments to Loan Agreement.

(a) The following definitions in Section 1.1 of the Loan Agreement are hereby amended and restated in their entirety as follows:

“InterestRate Spread: with respect to any (a) SOFR Loan, 2.60%, (b) Benchmark Replacement Rate Loan, 1.50% and (c) Base Rate Loan, 0.50%; provided that for any Benchmark Replacement Rate Loan, the Interest Rate Spread may be subject to adjustment in accordance with the requirements for determining the Benchmark Replacement Rate in Section 2.12.2.

MaturityDate: October 31, 2024 (the “Initial Maturity Date”), or such earlier date on which the final payment of Principal of the Loan becomes due and payable as herein provided, whether by declaration of acceleration or otherwise; provided, that, upon delivery to the Administrative Agent of an executed purchase and sale agreement for the Property with (i) a stated purchase price for the Property equal to or greater than the outstanding Principal and (ii) a closing date no later than January 31, 2025, on or before October 31, 2024, the Maturity Date shall be January 31, 2025 (the “Extended Maturity Date”).”

(b) Section 6.1.1 of the Loan Agreement is hereby amended to amend and restate the Borrower’s notice address therein to:

“if to Borrower: c/o 72 Johnny Cake Hill Road, Middletown, RI 02842, Attention: General Counsel, with a copy to Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10054, Attention: Chris Barbaruolo, Esq.”

(ii) [intentionally omitted];

(d) Section 11.20.1(a)(iii) and (iv) are hereby amended and restated to delete “and” at the end of clause (iii), to delete “.” at the end of clause (iv) and insert “; and” at the end of clause (iv).

(e) A new clause (v) shall be added to Section 11.20.1(a) as follows:

(v) prior to any assignment by any Lender or Lenders, such Lender(s) shall notify the Guarantor of its intention to assign its Loan, its Note, or its Commitment and provide the terms of such assignment to the Guarantor (the “Proposed Term Sheet”), and the Guarantor shall have the right, but not the obligation, to deliver a proposed term sheet (“Guarantor Proposed Term Sheet”) within ten (10) calendar days of its receipt of each such Proposed Term Sheet, which Guarantor Proposed Term Sheet shall (a) contain terms no less favorable to the Lender(s) than those outlined in the applicable Proposed Term Sheet and (b) provide that the assignment shall be consummated within thirty (30) days after the delivery of the Guarantor Proposed Term Sheet (clauses (a) and (b) collectively, the “GuarantorAssignment Term Requirements”). If the provisions of the Guarantor Proposed Term Sheet satisfy the Guarantor Assignment Term Requirements, the Lender(s) shall enter into and consummate an assignment with the Guarantor as set forth in the Guarantor Proposed Term Sheet.

3. Excess Cash Flow Account. Notwithstanding anything to the contrary in the Cash Management Agreement and other Loan Documents, the Parties agree as follows:

(a) From and after the Effective Date, on or before the fifth (5^th^) day (or next succeeding Business Day) of each calendar month, the Borrower shall provide to the Administrative Agent a reconciliation statement, including, without limitation, supporting information reasonably acceptable to the Administrative Agent, setting forth the amount of the Excess Cash Flow (the “Excess Cash FlowReconciliation”).

(b) The Administrative Agent shall establish and maintain a new account (the “Excess Cash Flow Account”). From and after the Effective Date, on the tenth (10^th^) day (or next succeeding Business Day) of each calendar month, the Borrower shall wire to the Excess Cash Flow Account in immediately available funds all Excess Cash Flow set forth in the Excess Cash Flow Reconciliation. Provided no Event of Default has occurred, from time to time the Borrower may submit in writing (including by electronic mail) to the Administrative Agent requests (each a “TI/LC Disbursement Request”) for disbursement of funds in the Excess Cash Flow Account to satisfy tenant improvement/leasing commission expenses (the “Requested TI/LC Expenses”) specified in such TI/LC Disbursement Request. The Administrative Agent shall disburse to Borrower amounts from the Excess Cash Flow Account for the Requested TI/LC Expenses that are approved by the Administrative Agent in its reasonable discretion. Upon repayment in full of the Debt, any amounts remaining in the Excess Cash Flow Account shall be promptly returned to Borrower.

(c) The Borrower’s failure to comply with its obligations set forth in this Section 3, except as may be approved in writing (including by electronic mail) by the Administrative Agent, shall constitute an Event of Default under the Loan Agreement for which there is no cure.

4. Additional Agreements. The Parties acknowledge and agree as follows:

(a) Within sixty (60) days after the Effective Date, Borrower shall have either (i) delivered a purchase and sale agreement or (ii) completed and provided, or the Borrower shall have caused its sales agent/broker to complete and provide, an offering memorandum (or similar offering materials) to parties potentially interested in purchasing the Property. The Borrower’s failure to comply with its obligations set forth in this Section 4(a)(ii) shall constitute an Event of Default under the Loan Agreement for which there is no cure, except as may be approved by Administrative Agent in writing (including by electronic mail).

(b) In the event (x) the Debt is not paid in full on or before October 31, 2024; or (y) if the Maturity Date is extended to January 31, 2025, the Debt is not paid in full on or before January 31, 2025, then on or before November 6, 2024 (if the Initial Maturity Date has not been extended) or February 6, 2025 (if the Initial Maturity Date has been extended), as applicable, and so long as the Debt remains outstanding and Administrative Agent or Lenders have not assigned the Loan, its Note or its Commitment (other than to the Guarantor in accordance with the terms of this Amendment), the Borrower shall cause its sole member, New York City Operating Partnership, L.P. (the “Member”), to pledge to the Administrative Agent, on behalf of the Lenders, as additional security for the Debt, on terms and conditions reasonably acceptable to the Administrative Agent, a first priority lien on and security interest in the Member’s membership interest in the Borrower. To the extent this section is applicable, the Borrower’s failure to comply with its obligations set forth in this Section 4(b) shall constitute an Event of Default under the Loan Agreement for which there is no cure.

(c) For so long as the Loan is outstanding, from and after the Effective Date Borrower shall cause the Guarantor to not make distributions.

5. Representations; No Default. Borrower represents and warrants that, as of the date hereof:

(a) the representations and warranties of Borrower contained in the Loan Agreement, as amended hereby, and the representations and warranties of Borrower contained in the Loan Documents are true and correct in all material respects on and as of the date hereof as if made on as and as of such date except to the extent that any such representation or warranty expressly relates solely to an earlier date or such representation or warranty changed but Administrative Agent had approved the underlying item that caused such representation to change, in which case such representation or warranty is true and correct in all material respects as of such earlier date;

(b) no Event of Default exists under the Loan Agreement;

(c) the execution, delivery and performance of this Amendment are within the corporate power and authority of the Borrower and has been duly authorized by appropriate corporate action and proceedings;

(d) this Amendment constitutes the legal, valid, and binding obligation of the Borrower enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity;

(e) there are no governmental or other third-party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Amendment; and

(f) all of the liens, privileges, priorities and equities existing and to exist under and in accordance with the terms of the Mortgage and any other security agreement are hereby confirmed, extended and carried forward as security for all of the indebtedness and other obligations of Borrower to the Administrative Agent. The Borrower acknowledges that such documents shall continue to secure any and all indebtedness of Borrower to the Administrative Agent from time to time existing.

6. Conditions Precedent to Effectiveness.

The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent, unless specifically waived in writing by the Administrative Agent (the first date upon which all such conditions have been satisfied being herein called the (“Effective Date”)):

(a) Administrative Agent shall have received this Amendment duly executed by the Administrative Agent, the Lenders and Borrower, in form and substance satisfactory to the Administrative Agent and its legal counsel;

(b) Borrower shall have reimbursed the Administrative Agent for all fees, costs, and expenses incurred by the Administrative Agent in connection with this Amendment;

(c) Administrative Agent shall have received an Officer’s Certificate from the Borrower certifying that it has caused the Guarantor to maintain at all times, and that the Guarantor has maintained at all times, including as of the date hereof, a Net Worth of not less than $175,000,000 (excluding the value of the Property) and Liquid Assets of not less than $10,000,000, in accordance with Section 5.33.4 of the Loan Agreement and Section 6(b) of the Guaranty;

(d) Administrative Agent shall have received all other documents the Administrative Agent has reasonably requested from Borrower with respect to any matter relevant to this Amendment or the transactions contemplated hereby, in form and substance satisfactory to the Administrative Agent and its legal counsel;

(e) The representations and warranties contained herein shall be true and correct as of the date hereof and the representations and warranties contained in the Loan Agreement or in the Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date; and

(f) No Event of Default shall have occurred and be continuing and no Event of Default will result from the execution, delivery or performance of this Amendment.

7. Confirmationand Ratification of Loan Agreement and Loan Documents. Except as expressly modified herein, the Loan Agreement and all other Loan Documents shall continue in full force and effect. The Loan Agreement and the Cash Management Agreement, each as amended hereby, and all other Loan Documents are hereby ratified and confirmed by the parties hereto.

8. No Novation. Nothing in this Amendment shall constitute the satisfaction or extinguishment of any amounts owed under the Note, nor shall it be a novation of any amounts owed under the Note.

9. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one and the same instrument. This Amendment may be delivered by facsimile transmission, by electronic mail, or by other electronic transmission, in portable document format (.pdf), or other electronic or facsimile format, and each such executed facsimile, .pdf, or other electronic record shall be considered an original executed counterpart for purposes of this Amendment. Each Party to this Amendment (a) agrees that it will be bound by its own Electronic Signature (as such term is defined immediately below), (b) accepts the Electronic Signature of each other Party to this Amendment, and (c) agrees that such Electronic Signatures shall be the legal equivalent of manual signatures. The term “Electronic Signature” means (i) the signing party’s manual signature on a signature page, converted by the signing party (or its agent) to facsimile or digital form (such as a .pdf file) and received from the customary email address or customary facsimile number of the signing party (or its counsel or representative), or other mutually agreed-upon authenticated source; or (ii) the signing party’s digital signature executed using a mutually agreed-upon digital signature service provider and digital signature process. The words “execution,” “executed”, “signed,” “signature,” and words of like import in this paragraph shall, for the avoidance of doubt, be deemed to include Electronic Signatures and the use and keeping of records in electronic form, each of which shall have the same legal effect, validity and enforceability as manually executed signatures and the use of paper records and paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, state laws based on the Uniform Electronic Transactions Act, the New York State Electronic Signatures and Records Act, the Illinois Electronic Commerce Security Act, or any other similar state law.

10. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns permitted pursuant to the Loan Agreement.

11. Invalidity. In the event that any one or more of the provisions contained in this Amendment shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Amendment.

12. Governing Law. THE VALIDITY OF THIS AMENDMENT, THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

13. FurtherAssurances. Borrower shall execute and deliver to the Administrative Agent from time to time, upon demand, such supplemental agreements, documents, statements or such other instruments as the Administrative Agent or Lenders may request, in order that the full intent of the Loan Agreement and this Amendment may be carried into effect; provided, however, that Borrower shall not be obligated to execute and deliver any instrument or otherwise do anything that increases its obligations or decreases its rights under this Amendment, the Loan Agreement or the other Loan Documents, beyond a de minimis amount.

14. Guarantor Limitation. In no event shall Guarantor, merely by its execution of this Amendment, be deemed to have expanded or increased its obligations or liability (or decrease its rights) under the Guaranty. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver by Guarantor of any right or remedy afforded to Guarantor under the Guaranty.

15. Release. UPON THE MUTUAL EXECUTION AND DELIVERY OF THIS AMENDMENT, BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE,COUNTERCLAIM, OFFSET, CROSS COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALLOR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROMTHE ADMINISTRATIVE AGENT OR LENDERS. UPON THE MUTUAL EXECUTION AND DELIVERY OF THIS AMENDMENT, BORROWER HEREBY VOLUNTARILY AND KNOWINGLYRELEASES AND FOREVER DISCHARGES THE ADMINISTRATIVE AGENT AND LENDERS, THEIR PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROMALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATEDOR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ONOR BEFORE THE DATE THIS AMENDMENT IS EXECUTED AND DELIVERED BY ALL PARTIES, WHICH BORROWER MAY NOW OR HEREAFTER HAVE AGAINST THE ADMINISTRATIVEAGENT OR LENDERS, THEIR PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, IN CONNECTION WITH, WHETHER DIRECTLY OR INDIRECTLY,THE LOAN AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISINGFROM ANY “LOANS”, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVINGINTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHER LOANDOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.

16. Acknowledgments Regarding Future Accommodations. Borrower and Guarantor each acknowledge that Administrative Agent and Lenders have not made any assurances concerning any possibility of a further extension of the Maturity Date (other than as explicitly provided for herein) or any other accommodations. Any subsequent agreement by Administrative Agent and Lenders to further extend the Maturity Date (other than as explicitly provided for in the Loan Agreement, as amended pursuant to this Amendment), if any, must be set forth in writing and signed by a duly authorized signatory of Administrative Agent and Lenders.

[The remainder of this page has been left blankintentionally.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as the date first written above, but effective as of the Effective Date.

BORROWER:
ARC NYC570SEVENTH, LLC, a Delaware limited liability company
By: New York City Operating Partnership, L.P., a Delaware limited partnership, its sole member
	By: AMERICAN STRATEGIC INVESTMENT CO. (formerly known as NEW YORK CITY REIT, INC.), a Maryland Corporation, its General Partner
	By:	/s/ Michael R. Anderson
		Michael R. Anderson
		Authorized Signatory
GUARANTOR:
AMERICAN STRATEGIC INVESTMENT CO. (formerly known as NEW YORK CITY REIT, INC.), a Maryland Corporation
By:	/s/ Michael R. Anderson
	Michael R. Anderson
	Authorized Signatory

Signature Page

Second Amendment to Term Loan Agreement and

First Amendment to Cash Management Agreement

ADMINISTRATIVE AGENT:
Capital One, National Association
By:	/s/ Matthew Brower
	Matthew Brower, Senior Director
LENDERS:
Capital One, National Association
By:	/s/ Matthew Brower
	Matthew Brower, Senior Director
Lending office:
299 Park Avenue
29^th^ Floor
New York, New York 10171

Signature Page

Second Amendment to Term Loan Agreement and

First Amendment to Cash Management Agreement

Exhibit 99.1

FOR IMMEDIATE RELEASE

AMERICAN STRATEGIC INVESTMENT CO. TO ACCELERATEEVOLUTION OF BUSINESS MODEL

- Expects to Accelerate Efforts to DiversifyThrough the Divestiture of Properties –

- Company Secures Loan Extension –

NEW YORK – April 30, 2024 -American Strategic Investment Co. (NYSE: NYC) (“ASIC” or the “Company”) announced today that it intends to accelerate its efforts to evolve and diversify its business. The Company has started the process to market for sale its 9 Times Square Midtown Manhattan asset (“9 Times Square”). In addition, the Company intends to market for sale its properties located at 123 William Street and 196 Orchard Street. These strategic dispositions are in furtherance of the Company’s previously announced repositioning of the Company’s investment portfolio and expanded business plan to invest in assets beyond Manhattan real estate.

The Company has also secured an amendment of the loan on 9 Times Square, which extends the maturity date to October 2024, with the option of an additional extension to year-end 2024 subject to certain conditions, to facilitate the proposed sale of the property.

“As part of our revenue diversification efforts, we believe it is an opportune time to explore opportunities to monetize certain of our portfolio of commercial real estate properties located primarily in Manhattan. We have commenced the 9 Times Square sales process and intend to market additional assets for sale in furtherance of this plan,” said Michael Anderson, Chief Executive Officer of American Strategic Investment Co. “If completed, we expect these strategic dispositions will meaningfully reduce leverage on our balance sheet and generate significant cash proceeds, which we intend to use to pursue the expanded asset acquisition and diversification strategy into higher yielding assets that was announced last year.”

About the Company

American Strategic Investment Co. owns a portfolio of commercial real estate. Additional information about ASIC can be found on its website at AmericanStrategicInvestment.com.

Forward-Looking Statements

The statements in this press release that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results or events to be materially different. The words “may,” “will,” “seeks,” “anticipates,” “believes,” “expects,” “estimates,” “projects,” “plans,” “intends,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include (a) the anticipated benefits of the Company’s election to terminate its status as a real estate investment trust, (b) whether the Company will be able to successfully acquire new assets or businesses, (c) the ability of the Company to execute its business plan and sell certain of its properties on commercially practicable terms, if at all; (d) the potential adverse effects of the geopolitical instability due to the ongoing military conflict between Russia and Ukraine and Israel and Hamas, including related sanctions and other penalties imposed by the U.S. and European Union, and the related impact on the Company, the Company’s tenants, and the global economy and financial markets, (e) the potential adverse effects of inflationary conditions and higher interest rate environment, (f) that any potential future acquisition or disposition is subject to market conditions and capital availability and may not be completed on favorable terms, or at all, and (g) the Company may not be able to continue to meet the New York Stock Exchange's (“NYSE”) continued listing requirements and rules, and the NYSE may delist the Company's common stock, which could negatively affect the Company, the price of the Company's common stock and the Company's shareholders' ability to sell the Company's common stock, as well as those risks and uncertainties set forth in the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on April 1, 2024 and all other filings with the Securities and Exchange Commission after that date including but not limited to the subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, unless required to do so by law.

Contacts:

Investor Relations

info@ar-global.com

(866) 902-0063