8-K - PW - 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): December23, 2021

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):

☐	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. ☐

Item2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant.

On December 23, 2021, Power REIT (the “Company”) issued a press release announcing that it has entered into a debt financing facility with a commercial federally regulated bank with an initial amount of $20 million (the “Debt Facility”). Power REIT expects to use the Debt Facility proceeds as a growth vehicle to acquire additional greenhouse cultivation properties, as well as fund value-add improvements at its existing greenhouse properties. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.

The information in this item 2.03, and Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by the specific reference in such a filing.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit	Description of Exhibit
99.1	Power<br> REIT Press Release issued on December 23, 2021.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

Forward-LookingStatements

Some of the information in this press release contains forward-looking statements and within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may,” “target,” or similar expressions, are intended to identify such forward-looking statements. Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Factors that could cause actual results to differ materially from those described in the forward-looking statements include those discussed under the caption “Risk Factors” included in our Annual Report on Form 10-K for our fiscal year ended December 31, 2019, which was filed with the U.S. Securities and Exchange Commission (“SEC”), as well as in other reports that we file with the SEC.

Forward-looking statements are based on beliefs, assumptions and expectations as of the date of this press release. We disclaim any obligation to publicly release the results of any revisions to these forward-looking statements reflecting new estimates, events or circumstances after the date of this press release.

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:<br> December 23, 2021	By	/s/ David H. Lesser
		David<br> H. Lesser<br><br> <br>Chairman<br> of the Board, Chief Executive Officer & Chief Financial Officer

Exhibit99.1

PowerREIT Obtains $20 Million Debt Financing Facility to Drive Future Growth

Old Bethpage, New York, December 23, 2021 (GLOBE NEWSWIRE) Power REIT (NYSE-AMEX: PW and PW.PRA) (“Power REIT” or the “Trust”), with a focused “Triple Bottom Line” strategy and a commitment to people, planet, and profit, today announced that it has entered into a debt financing facility with a commercial federally regulated bank (the “Bank”) with an initial amount of $20 million (the “Debt Facility”). Power REIT expects to use the Debt Facility proceeds as a growth vehicle to acquire additional greenhouse cultivation properties, as well as fund value-add improvements at its existing greenhouse properties.

“We are excited to enter into this financing arrangement” said David H. lesser, CEO of Power REIT. “This Debt Facility culminates months of effort and reflects the close working relationship and trust that we have developed with the Bank. This transaction allows us to continue our growth trajectory by deploying non-dilutive capital at a significant investment yield spread to the borrowing cost. We also believe this Debt Facility can be expanded as we add additional unencumbered assets to the borrowing base used to calculate the amount of funding the Bank is prepared to advance.”

LoanTerms

The interest rate on the Debt Facility is fixed at 5.52%. The Debt Facility has a 12-month draw period after which the Debt Facility converts to a five-year fully amortizing term loan. As consideration for the Debt Facility, Power REIT contributed a portion of its greenhouse real estate portfolio to a newly formed wholly owned subsidiary that will serve as the borrower with the assets serving as collateral for the Bank. Power REIT’s remaining unencumbered greenhouse portfolio can be added to the collateral pool for the Debt Facility at a later date, which could allow for the expansion of the size of the Debt Facility.

Non-DilutiveCapital Plan

As described in its investor presentation, Power REIT’s near-term financial strategy focuses on non-dilutive capital to fund its acquisition pipeline and property improvements within its existing portfolio. The Trust believes these attractive capital sources, combined with strategic portfolio expansions and improvements, should continue to drive earnings growth as it accretively deploys capital through its Debt Facility, and potential equity offerings through preferred stock issuance that would also have a significant investment yield spread relative to the cost of capital associated with issuing preferred stock. Power REIT currently has shares of 7.75% Series A Preferred Stock outstanding (ticker: PW.A).

PORTFOLIOUPDATE

Power REIT’s portfolio currently comprises:

●	21<br> Controlled Environment Agriculture (CEA) properties totaling more than 1,000,000 square feet;
●	7<br> solar farm ground leases totaling 601 acres; and
●	112<br> miles of railroad property.

STATEMENTON SUSTAINABILITY

Power REIT owns real estate related to infrastructure assets including properties for Controlled Environment Agriculture facilities with a focus on greenhouses, Renewable Energy and Transportation.

CEA facilities in the form of greenhouses, provide an extremely environmentally friendly solution, which consume approximately 70% less energy than indoor growing operations that do not benefit from “free” sunlight. greenhouses use 90% less water than field grown plants, and all of Power REIT’s greenhouse properties operate without the use of pesticides and avoid agricultural runoff of fertilizers and pesticides. These facilities cultivate medical Cannabis, which has been recommended to help manage a myriad of medical symptoms, including seizures and spasms, multiple sclerosis, post-traumatic stress disorder, migraines, arthritis, Parkinson’s disease, and Alzheimer’s.

RenewableEnergy assets are comprised of land and infrastructure associated with utility scale solar farms. These projects produce power without the use of fossil fuels thereby lowering carbon emissions. The solar farms produce approximately 50,000,000 kWh of electricity annually which is enough to power approximately 4,600 homes on a carbon free basis.

Transportationassets are comprised of land associated with a railroad, an environmentally friendly mode of bulk transportation.

ABOUTPOWER REIT

Power REIT, with a focus on the “Triple Bottom Line” and a commitment to Profit, Planet and People is a specialized real estate investment trust (REIT) that owns sustainable 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 in the form of greenhouses for the cultivation of food and cannabis.

Additional information about Power REIT can be found on its website: www.pwreit.com

CautionaryStatement About Forward-Looking Statements

This document includes forward-looking statements within the meaning of the U.S. securities laws. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “believe,” “expect,” “will,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume”, “seek” or other similar expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. All statements contained in this document regarding our future strategy, future operations, future prospects, the future of our industries and results that might be obtained by pursuing management’s current or future plans and objectives are forward-looking statements. You should not place undue reliance on any forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our forward-looking statements are based on the information currently available to us and speak only as of the date of the filing of this document. Over time, our actual results, performance, financial condition or achievements may differ from the anticipated results, performance, financial condition or achievements that are expressed or implied by our forward-looking statements, and such differences may be significant and materially adverse to our security holders.

Contact:
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