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): March 22, 2022

POWER

REIT

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation)

001-36312

(Commission File Number)

45-3116572

(IRS Employer Identification No.)

301Winding Road

OldBethpage, NY 11804

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (212) 750-0371

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):

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. ☐

Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.

On March 22, 2022, Power REIT (“Power REIT” or the “Trust”), the Board of Trustees of Power REIT received by email a resignation letter from Paula Poskon, a member of the Board of Trustees (the “Resignation Letter”), pursuant to which Ms. Poskon resigned as a member of the Board of Trustees effective immediately. Prior to such resignation, Ms. Poskon served as a member of the Board of Trustees’ Audit Committee. Ms. Poskon also had served as the Chair of the Board of Trustees’ Nominating Committee until she was removed on March 10, 2022 as a member of the Nominating Committee.

The Trust respectfully disagrees with the substance of and the assertions and characterizations that are contained in the Resignation Letter. A copy of the Resignation Letter is attached as Exhibit 17.1 to this Current Report, and is incorporated herein by this reference.

The Trust and the Board of Trustees intend to remain focused on delivering attractive risk adjusted returns for shareholders, and are proud of the Trust’s recent progress since announcing its new investment focus on Controlled Environment Agriculture properties in the form of greenhouses and the trajectory of the Trust.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits.

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 hereunto duly authorized.

Exhibit 17.1