8-K - PW - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 23, 2020

POWERREIT

(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):

[ ]	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)
[ ]	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement<br> 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<br> of Each Class	Trading<br> Symbol	Name<br> of Each Exchange on Which Registered
Common<br> Shares	PW	NYSE<br> (American)
7.75%<br> Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share	PW.A	NYSE<br> (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. [ ]

Item8.01 Other Events.

On December 23, 2020, Power REIT, the Company, issued the press release announcing the pricing for its proposed rights offering.

Under the proposed rights offering, the Company will distribute non-transferable subscription rights to purchase its common shares to eligible stockholders and participating option holders as December 28, 2020, the record date for the rights offering. Holders who exercise their subscription rights in full will be entitled to subscribe for additional shares that are not purchased by other shareholders. A registration statement, as amended, 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.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit	Description of Exhibit
99.1	Power REIT Press Release issued on December 23, 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<br> 23, 2020	By	/s/ David H. Lesser
			David<br> H. Lesser<br><br> <br>Chairman<br> of the Board and Chief Executive Officer

Exhibit99.1

PowerREIT Announces Additional Terms for Rights Offering to

Existing Common Shareholders to Raise Capital for Acquisitions

EstablishesSubscription Price per Common Share of $26.50

Old Bethpage, New York, December 23, 2020 (GLOBE NEWSWIRE) Power REIT (NYSE-AMEX: PW and PW.PRA) (“Power REIT” or the “Trust”) today announced additional information related to its previously announced rights offering (the “Rights Offering”). Power REIT intends to conduct 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 the Trust’s subsidiaries.

As previously announced, Power REIT 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 Rights Offering, the Trust plans to distribute one right (a “Right”) for each Common Share held as of the Record Date. Each Right will enable the holder to purchase one additional share of Power REIT’s common stock. Additionally, Rights holders who fully exercise their allocated Rights may subscribe for additional shares of our Common Shares through an Over-Subscription Privilege.

Power REIT has established a subscription price of $26.50 per share for each Right. The price was set at a discount to the recent trading of Power REIT’s common shares.

A Registration Statement and Amended Registration Statement relating to these securities have 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 Offering 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.

AboutPower 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

CautionaryStatement 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<br> H. Lesser, Chairman & CEO	Mary<br> Jensen, Investor Relations
dlesser@pwreit.com	mary@irrealized.com
212-750-0371	310-526-1707
301<br> Winding Road<br><br> <br>Old<br> Bethpage, NY 11804
www.pwreit.com