8-K

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): February 3, 2023

PresidioProperty Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-34049	33-0841255
(State or other jurisdiction<br><br> of incorporation)	(Commission<br><br> File Number)	(IRS Employer<br><br> Identification No.)

4995Murphy Canyon Road, Suite 300

SanDiego, California 92123

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (760) 471-8536

NotApplicable

(Former name or former address, if changed since last report)

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:

☐	Written communications<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications<br> 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(s)	Name of each exchange on which registered
Series A Common Stock, $0.01 par value per share	SQFT	The Nasdaq Stock Market<br> LLC
9.375% Series D Cumulative Redeemable Perpetual Preferred<br> Stock, $0.01 par value per share	SQFTP	The Nasdaq Stock Market<br> LLC
Series A Common Stock Purchase Warrants to Purchase<br> Shares of Common Stock	SQFTW	The Nasdaq Stock Market<br> LLC

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. ☐

Item7.01 Regulation FD Disclosure.

On February 3, 2023, Presidio Property Trust, Inc. (the “Company”) issued a press release announcing the annual 2022 sales activity for the Model Home division. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section. In addition, the information in this Item 7.01 disclosure, including Exhibit 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item9.01 Financial Statements and Exhibits.

(d)Exhibits

The following exhibit is being filed herewith:

Exhibit No.	Description
99.1	Press Release, dated February 3, 2023
104	Cover Page Interactive Data File (embedded within the<br> Inline XBRL document)

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.

	PRESIDIO PROPERTY TRUST, INC.
	By:	/s/ Adam Sragovicz
	Name:	Adam Sragovicz
	Title:	Chief Financial Officer
Dated:<br> February 6, 2023

Exhibit99.1

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PresidioProperty Trust Provides Update on Model Home Activity for 2022

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SanDiego, CA – February 3, 2023 – (NASDAQ: SQFT; SQFTP) Presidio Property Trust, Inc. (“Presidio” or the “Company”), an internally managed, diversified real estate investment trust (“REIT”) announced, through subsidiary and affiliate entities, its model home sales activity for the year ended December 31, 2022. During 2022, we sold 31 model homes for approximately $17.5 million, recording a gain on sale of approximately $5.4 million. When purchased these model homes were newly constructed single-family homes that were leased back to the homebuilders on a triple-net basis. The 31 model homes were held for an average of 3.6 years, with an average purchase price of approximately $391,000 per home. The average sales price for the model homes sold in 2022 was approximately $565,000 per home.

“I am thrilled with our 2022 sales performance. This is a result of having exceptional builder partners and purchasing models in quality market areas. I am proud of the relationships we have formed and our ability to attract such quality business partners”. said Steve Hightower, President of the Model Home Division.

We are pleased with the solid performance of our model home division in 2022,” said Jack Heilbron, President and Chief Executive Officer. “We also see attractive opportunities to recycle capital with our homebuilder partners in new projects in 2023 and beyond.”

AboutPresidio Property Trust

Presidio is an internally managed, diversified REIT with holdings in model home properties which are triple-net leased to homebuilders, office, industrial, and retail properties. Presidio’s model homes are leased to homebuilders located primarily in Texas and Florida. Our office, industrial and retail properties are located primarily in Colorado, with properties also located in Maryland, North Dakota, Texas, and Southern California. While geographical clustering of real estate enables us to reduce our operating costs through economies of scale by servicing a number of properties with less staff, it makes us susceptible to changing market conditions in these discrete geographic areas, including those that have developed as a result of COVID-19. Presidio is also the sponsor of the Special Purpose Acquisition Company (SPAC) Murphy Canyon Acquisition Corp. (NASDAQ: MURF), which currently holds approximately $136 million in trust. Murphy Canyon Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. On November 8, 2022, Murphy entered into a definitive business combination agreement with Conduit Pharmaceuticals Limited, a pharmaceutical company led by highly experienced pharma executives established to fund the development of successful deprioritized clinical assets licensed from large pharmaceutical companies through its exclusive relationships. The closing of the business combination transaction is subject to numerous terms and conditions. For more information on Presidio, please visit the Company’s website at https://www.PresidioPT.com.

CautionaryNote 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.

InvestorRelations Contact:

Presidio Property Trust, Inc.

Lowell Hartkorn, Investor Relations

LHartkorn@presidiopt.com

Telephone: (760) 471-8536 x1244