UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 3.03 Material Modification of Rights to Security Holders
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 1, 2025, the Board of Directors of Presidio Property Trust, Inc. (the “Company”) determined to effect the reverse stock split of the outstanding shares of the Company’s Series A common stock at a 1-for-10 ratio (the “Reverse Split”) and approved the filing of Articles of Amendment (the “Articles of Amendment”) to its charter to effect the Reverse Split.
On May 16, 2025, the Articles of Amendment to effect the Reverse Split was filed with the State Department of Assessments and Taxation of Maryland. The implementation of the Reverse Split of its outstanding shares of common stock will take effect in the public markets at the opening of trading on Monday, May 19, 2025.
A copy of the Articles of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events
On May 14, 2025, the Company issued a press release announcing the Reverse Split. The full text of the press release issued in connection with the announcement is being filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | |
| 3.1 | Articles of Amendment, dated May 16, 2025 | |
| 99.1 | Press Release, dated May 14, 2025 | |
| 104 | Cover Page Interactive Data File (embedded with 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.
| Date: May 16, 2025 | PRESIDIO PROPERTY TRUST, INC. | |
| By: | /s/ Ed Bentzen | |
| Name: | Ed Bentzen | |
| Title: | Chief Financial Officer | |
Exhibit 3.1
PRESIDIO PROPERTY TRUST, INC.
ARTICLES OF AMENDMENT
Presidio Property Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation is hereby amended to provide that, immediately upon the Reverse Stock Split Effective Time (as defined below), every ten shares of Series A Common Stock, par value $0.01 per share (the “Series A Common Stock”), of the Corporation that were issued and outstanding immediately prior to the Reverse Stock Split Effective Time shall be combined into one issued and outstanding share of Series A Common Stock, par value $0.10 per share. To the extent applicable, fractional shares will be rounded up to the nearest whole share.
SECOND: The amendment to the charter of the Corporation as set forth in Article FIRST above has been duly approved by a majority of the Board of Directors of the Corporation as required by law. The amendment set forth in Article FIRST above is limited to a change expressly authorized by Section 2-309(e) of the Maryland General Corporation Law to be made without action by the stockholders of the Corporation.
THIRD: The charter of the Corporation is hereby amended, effective immediately after the Reverse Stock Split Effective Time, to decrease the par value of the shares of Series A Common Stock of the Corporation issued and outstanding immediately after the Reverse Stock Split Effective Time from $0.10 per share to $0.01 per share.
FOURTH: The amendment to the charter of the Corporation as set forth in Article THIRD above has been duly approved by a majority of the entire Board of Directors of the Corporation as required by law. The amendment set forth in Article THIRD above is limited to a change expressly authorized by Section 2-605(a)(2) of the Maryland General Corporation Law to be made without action by the stockholders of the Corporation.
FIFTH: There has been no increase in the authorized stock of the Corporation effected by the amendments to the charter of the Corporation as set forth above.
SIXTH: These Articles of Amendment shall become effective at 12:01 a.m., Eastern Time, on May 19, 2025 (the “Reverse Stock Split Effective Time”).
The undersigned officer acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Executive Officer and President and attested to by its Chief Financial Officer on this 16th day of May 2025.
| ATTEST: | PRESIDIO PROPERTY TRUST, INC. | ||
| /s/ Ed Bentzen | By: | /s/ Jack K. Heilbron | |
| Ed Bentzen | Jack K. Heilbron | ||
| Chief Financial Officer | Chief Executive Officer and President | ||
Exhibit 99.1
Presidio Property Trust Announces Reverse Stock Split
SAN DIEGO, May 14, 2025 (GLOBE NEWSWIRE) — (NASDAQ: SQFT; SQFTP; SQFTW) Presidio Property Trust, Inc. (“Presidio” or the “Company”), an internally managed, diversified real estate investment trust, announced today that it will proceed with a 1-for-10 reverse stock split (“Reverse Stock Split”) of its outstanding shares of Series A Common Stock following approval by its Board of Directors pursuant to the Maryland General Corporation Law and no stockholder approval is required.
Presidio expects the Company’s Series A Common Stock will begin trading on a post-split basis at the market open on May 19, 2025, and continue to be traded under the symbol “SQFT” with a new CUSIP number 74102L501. The primary objective of the Reverse Stock Split is to increase the per share market price of the Series A Common Stock to regain compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market and maintain the listing of its common stock on the Nasdaq Capital Market.
When the Reverse Stock Split is effective, every 10 shares of Presidio Series A Common Stock issued and outstanding will be combined automatically into 1 share of Series A Common Stock. The Reverse Stock Split will apply equally to all outstanding shares of Series A Common Stock and each stockholder will hold the same percentage of Series A Common Stock outstanding immediately following the Reverse Stock Split, except for adjustments that may result from the treatment of fractional shares. No fractional shares shall be issued in connection with the Reverse Stock Split. In lieu thereof, if, upon aggregating all of the shares of Series A Common Stock held by a record holder of Series A Common Stock immediately following the Reverse Stock Split such holder would otherwise be entitled to a fractional share of Series A Common Stock, as a result of the Reverse Stock Split, the Company shall issue to such holder an additional fraction of a share of Series A Common Stock as is necessary to round the number of shares of Series A Common Stock, held by such holder up to the nearest whole share. The Company does not intend to round up fractional shares at the beneficial level and will instead round any such fractional shares up at the participant level. All equity awards and warrants outstanding immediately prior to the Reverse Stock Split will be proportionately adjusted to reflect the Reverse Stock Split.
Direct Transfer LLC is acting as the exchange agent and transfer agent for the Reverse Stock Split. Stockholders holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. The Company does not have any outstanding certificated shares.
About Presidio Property Trust
Presidio is an internally managed real estate investment trust with holdings in model home properties, which are triple net leased to homebuilders, and office, industrial, and retail properties. Presidio’s model homes are leased to homebuilders primarily in the sunbelt. Presidio’s office, industrial, and retail properties are located primarily in Colorado, with properties also located in Maryland, North Dakota, Texas, and Southern California. For more information on Presidio, please visit Presidio’s website at https://www.PresidioPT.com .
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and other federal securities laws. Forward-looking statements are statements that are not historical, including statements regarding management’s intentions, beliefs, expectations, representations, plans or predictions of the future, and are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “will,” “should” and “could.” Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon the Company’s present expectations, but these statements are not guaranteed to occur. Except as required by law, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes please refer to the Company’s filings with the SEC, including those under “Risk Factors” therein, copies of which are available on the SEC’s website, www.sec.gov .
Investor Relations Contact:
Presidio
Property Trust, Inc.
Lowell Hartkorn, Investor Relations
[email protected]
Telephone: (760) 471-8536 x1244