Presidio Property Trust, Inc 8-K, filed Jan 13, 2022
Presidio Property Trust, Inc. (SQFT)
About this 8-K
Presidio Property Trust, Inc filed this 8-K on January 13, 2022.
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
CURRENT REPORT
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| Item 8.01 | Other Events |
On January 13, 2022, Presidio Property Trust, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that that, in connection with its previously declared special warrant dividend, the Company’s common stock will trade with “due bills” representing the right to receive the warrant dividend during the period following the January 14, 2022 record date through the close of business on the business day before the ex-dividend date to be established by the Nasdaq Stock Market, which is expected to be on or around January 24, 2022. The Company will separately announce the ex-dividend date once it has been determined.
The warrant dividend will be payable to those persons who hold shares of common stock and existing outstanding warrants as of the January 14, 2022 record date, or who acquire shares of common stock in the market following the record date, and in each case who continue to hold such shares at the close of trading on the date before the ex-dividend date to be established by the Nasdaq Stock Market.
Holders of common stock should consult their broker or financial advisor as to the first day when shares can be sold and the warrant retained.
The warrant dividend is expected to be issued on or around January 24, 2022. These warrants will give the holder the right to purchase one share of common stock at $7.00 per share, for a period of five years. Should shareholders not convert the warrants during that holding period, the warrants will automatically convert to 1/10 of a common share at expiration, rounded down to the nearest number of whole shares.
The Company has applied for these warrants to trade on the Nasdaq Capital Market under the symbol SQFTW and expects trading to begin on or around January 24, 2022. The warrants and the shares of common stock issuable upon the exercise of the warrants will be registered on a registration statement on Form S-11 (File No. 333-260885) that was filed with the Securities and Exchange Commission and is expected to be declared effective on or around January 21, 2022.
This Form 8-K 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 jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
The following exhibit is being filed herewith:
| 99.1 | Press Release Dated January 13, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within 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 thereunto duly authorized.
| PRESIDIO PROPERTY TRUST, INC. | ||
| Date: January 13, 2022 | By: | /s/ Adam Sragovicz |
| Adam Sragovicz | ||
| Chief Financial Officer | ||
Exhibit 99.1
Presidio Property Trust Provides Update on Special Warrant Dividend
San Diego, CA – January 13, 2022 – (NASDAQ: SQFT; SQFTP) Presidio Property Trust, Inc. (“Presidio” or the “Company”), an internally managed, diversified real estate investment trust (“REIT”), today announced that, in connection with its previously declared special warrant dividend, Presidio’s common stock will trade with “due bills” representing the right to receive the warrant dividend during the period following the January 14, 2022 record date through the close of business on the business day before the ex-dividend date to be established by the Nasdaq Stock Market, which is expected to be on or around January 24, 2022. Presidio will separately announce the ex-dividend date once it has been determined.
The warrant dividend is payable to those persons who hold shares of common stock and existing outstanding warrants as of the January 14, 2022 record date, or who acquire shares of common stock in the market following the record date, and in each case who continue to hold such shares at the close of trading on the date before the ex-dividend date to be established by the Nasdaq Stock Market.
Holders of common stock should consult their broker or financial advisor as to the first day when shares can be sold and the warrant retained.
The warrant dividend is expected to be issued on or around January 24, 2022. These warrants will give the holder the right to purchase one share of Presidio common stock at $7.00 per share, for a period of five years. Should shareholders not convert the warrants during that holding period, the warrants will automatically convert to 1/10 of a common share at expiration, rounded down to the nearest number of whole shares.
Presidio has applied for these warrants to trade on the Nasdaq Capital Market under the symbol SQFTW and expects trading to begin on or around January 24, 2022. The warrants and the shares of common stock issuable upon the exercise of the warrants will be registered on a registration statement on Form S-11 (File No. 333-260885) that was filed with the Securities and Exchange Commission and is expected to be declared effective on or around January 21, 2022.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of the securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of such securities under the securities laws of that state or jurisdiction. Any offer of securities covered by the registration statement will be made solely by means of a prospectus included in the registration statement.
About Presidio Property Trust
Presidio is an internally managed, diversified REIT with holdings in office, industrial, and retail properties, and model home properties which are triple-net leased to homebuilders. Presidio’s model homes are leased to homebuilders located primarily in Texas and Florida and its office, industrial and retail properties are located primarily in Colorado, with properties also located in North Dakota, Texas, Maryland, and in Southern California. While geographical clustering of real estate enables Presidio to reduce its operating costs through economies of scale by servicing a number of properties with less staff, it makes Presidio susceptible to changing market conditions in these discrete geographic areas, including those that have developed as a result of COVID-19. For more information on Presidio, please visit the Company’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 “Risk Factors” section of the Company’s documents filed with the SEC, copies of which are available on the SEC’s website, www.sec.gov.
Investor Relations Contact:
Presidio
Property Trust, Inc.
Lowell Hartkorn, Investor Relations
LHartkorn@presidiopt.com
Telephone: (760) 471-8536 x1244