UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PRESIDIO PROPERTY TRUST, INC.
(Exact Name of Registrant as Specified in Its Charter)
Maryland | | 33-0841255 |
(State of Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
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4995 Murphy Canyon Road, Suite 300 San Diego, California | | 92123 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Securities to be registered pursuant to Section 12(b) of the Act: | |
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Title of Each Class to be So Registered | | Name of Each Exchange on Which Each Class is to be Registered |
Series A Common Stock Purchase Warrants to Purchase Shares of Common Stock | | The NASDAQ Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-260885 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None.
Item 1. Description of Registrant’s Securities to be Registered.
Presidio Property Trust, Inc., a Maryland corporation (the “Registrant”), incorporates by reference the description of its Series A Common Stock Purchase Warrants to Purchase Shares of Common Stock set forth under the caption “Description of Warrants” in the Registrant’s prospectus forming part of its Registration Statement on Form S-11 (File No. 333-260885), initially filed with the Securities and Exchange Commission on November 9, 2021, (as amended and/or supplemented from time to time, the “Registration Statement”).
Item 2. Index to Exhibits.
The following exhibits have been filed as exhibits to the Registration Statement and are incorporated herein by reference:
Exhibit No. | | Description |
3.1 | | Articles of Merger filed with the Maryland State Department of Assessments and Taxation and the California Secretary of State on August 4, 2010 (incorporated by reference to Exhibit 3.03 of the Company’s Current Report on Form 8-K filed on August 10, 2010). |
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3.2 | | Articles of Amendment and Restatement of the Articles of Incorporation, dated as of July 30, 2010 (incorporated by reference to Exhibit 3.01 of the Company’s Current Report on Form 8-K filed on August 10, 2010). |
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3.3 | | Articles Supplementary filed on August 4, 2014 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on August 8, 2014). |
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3.4 | | Articles of Amendment effecting the reverse stock split (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on July 31, 2020). |
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3.5 | | Articles Supplementary classifying and designating the Series C Common Stock (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on July 31, 2020). |
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3.6 | | Articles of Amendment of Presidio Property Trust, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on October 19, 2017). |
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3.7 | | Articles Supplementary classifying and designating 805,000 shares of the Series D Preferred Stock (incorporated by reference to the Company’s Form 8-A12B filed on June 9, 2021). |
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3.8 | | Articles Supplementary classifying and designating an additional 115,000 shares of the Series D Preferred Stock (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on June 15, 2021). |
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3.9 | | Second Amended and Restated Bylaws of Presidio Property Trust, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on October 19, 2017). |
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4.1 | | Form of Warrant (incorporated by reference to Exhibit 4.5 of the Registration Statement) |
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4.2 | | Form of Warrant Agent Agreement (incorporated by reference to Exhibit 4.6 of the Registration Statement) |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
| PRESIDIO PROPERTY TRUST, INC. |
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| By: | /s/ Adam Sragovicz |
Date: January 21, 2022 | | Adam Sragovicz |
| | Chief Financial Officer |