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): January 24, 2022
Presidio Property Trust, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | | 001-34049 | | 33-0841255 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
4995 Murphy Canyon Road, Suite 300
San Diego, California 92123
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (760) 471-8536
Not Applicable
(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 pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | ☐ | Pre-commencement 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 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 LLC |
| | | | | |
| 9.375% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share | | SQFTP | | The Nasdaq Stock Market 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. ☐
On January 24, 2022, Presidio Property Trust, Inc. (the “Company”) distributed its previously announced dividend of warrants to purchase shares of the Company’s common stock. The warrants commenced trading on the Nasdaq Capital Market under the symbol “SQFTW” on January 24, 2022.
The NASDAQ Stock Market has established January 24, 2022 as the ex-dividend date for the dividend of the warrants. The warrant dividend is payable to those persons who held shares of common stock and existing outstanding warrants as of January 14, 2022 record date, or who acquired shares of common stock in the market following the record date, and who continued to hold such shares at the close of trading on January 21, 2022 (the date before the ex-dividend date.) Beginning on January 24, 2022, shares of common stock can be sold and the warrant retained.
The warrants and the shares of common stock issuable upon the exercise of the warrants have been registered on a registration statement on Form S-11 (File No. 333-260885) that was filed with the Securities and Exchange Commission and was declared effective on January 21, 2022. The warrants 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.
Also on January 24, 2022, the Company issued a press release announcing the dividend distribution and ex-dividend date (the “Press Release”). 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:
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. |
| | | |
| | By: | /s/ Adam Sragovicz |
| | Name: | Adam Sragovicz |
| | Title: | Chief Financial Officer |
| | | |
| Dated: January 24, 2022 | | |
