Power REIT 8-K, filed Dec 18, 2020
Power REIT (PW)
About this 8-K
Power REIT filed this 8-K on December 18, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): December 18, 2020
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.)
301 Winding Road
Old Bethpage, 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):
| [ ] | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | |||
| Common Shares | PW | NYSE (American) | |||
| 7.75% Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share | PW.A | NYSE (American) |
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 8.01 Other Events.
On December 18, 2020, Power REIT, the Company, issued the press release announcing the establishment of a record date of December 28, 2020 for its right offering.
Under the proposed rights offering, the Company will distribute non-transferable subscription rights to purchase shares of common stock to its eligible stockholders and participating option holders as of the record date. Holders who exercise their subscription rights in full will be entitled to subscribe for additional shares that are not purchased by other shareholders. The registration statement relating to the rights offering has been filed with the Securities and Exchange Commission but has not yet become effective.
The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description of Exhibit | |
| 99.1 | Power REIT Press Release issued on December 18, 2020 |
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.
| POWER REIT | ||
| Date: December 18, 2020 | By | /s/ David H. Lesser |
| David H. Lesser | ||
| Chairman of the Board and Chief Executive Officer | ||
Exhibit 99.1
Power REIT Announces Rights Offering to Existing Common Shareholders to Raise Capital for Acquisitions
Sets December 28, 2020 as Record Date
Old Bethpage, New York, December 18, 2020 (GLOBE NEWSWIRE) Power REIT (NYSE-AMEX: PW and PW.PRA) (“Power REIT” or the “Trust”) today announced that it intends to conduct a rights offering (the “Rights Offering”). Power REIT is conducting the Rights Offering to offer existing holders of its Common Shares the ability to participate in providing capital to the Power REIT on a non-dilutive basis. The proceeds are intended to be used primarily to finance acquisitions of real property assets, in particular real estate within the Controlled Environment Agriculture (“CEA”) sector, and to fund our subsidiaries. In addition, the proceeds may be used to retire all or a portion of any debt, to redeem any outstanding preferred stock, or for working capital purposes, including the payment of distributions, interest and operating expenses.
Power REIT has established December 28, 2020 at 5:00 PM Eastern Time as the record date (the “Record Date”) for the Rights Offering.
Upon commencement of the planned Rights Offering, the Trust will distribute non-transferable rights (the “Rights”) to purchase additional shares of Power REIT’s common stock to existing Power REIT common stockholders and holders of outstanding Power REIT options. Additionally, holders of Rights may subscribe for additional shares of our Common Shares through an over-subscription privilege.
No rights will be distributed until the final terms of the Rights Offering, including the subscription price and the expiration date for the Rights, have been set forth in a final prospectus supplement that will be filed with the SEC and distributed to stockholders of the Trust’s Common Shares as of the Record Date.
A Registration Statement relating to the Rights Offering has been filed with the Securities and Exchange Commission but has not yet become effective. The Trust may not accept any offers to purchase Power REIT Common Shares pursuant to the Rights prior to the time the Registration Statement becomes effective.
This Press Release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
About Power REIT
Power REIT is a real estate investment trust (REIT) that owns real estate related to infrastructure assets including properties for Controlled Environment Agriculture, Renewable Energy and Transportation. Power REIT is actively seeking to expand its real estate portfolio related to Controlled Environment Agriculture.
Additional information about Power REIT can be found on its website: www.pwreit.com
Cautionary Statement about Forward-Looking Statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These forward-looking statements are based on management’s expectations and assumptions as of the date of this press release and are subject to a number of risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the Company’s ability to raise capital through the Rights Offering as planned, the Company’s ability to position itself for future profitability, the Company’s ability to maintain compliance with the NYSE-AMEX listing requirements, and the other factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and the Company’s subsequent filings with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K. The information in this release is provided only as of the date of this release, and we undertake no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.
CONACT:
| David H. Lesser, Chairman & CEO | Mary Jensen, Investor Relations |
| dlesser@pwreit.com | mary@irrealized.com |
| 212-750-0371 | 310-526-1707 |
301 Winding Road Old Bethpage, NY 11804 |
|
| www.pwreit.com |