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): March 7, 2023
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) |
| | | |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | |
| | ☐ | 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 |
| | | | | |
| Series A Common Stock Purchase Warrants to Purchase Shares of Common Stock | | SQFTW | | 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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On March 7, 2023, Murphy Canyon Acquisition Corp. (the “SPAC”) issued a promissory note (the “Note”) in the principal amount of up to $1,500,000 to Murphy Canyon Acquisition Sponsor, LLC (the “Sponsor”), a wholly owned subsidiary of Presidio Property Trust, Inc. (the “Company”) which serves as the sponsor for the SPAC, in connection with the extension of the termination date for the SPAC’s initial business combination (the “Initial Business Combination”) from February 7, 2023, to February 7, 2024, on a month-to-month basis. The Note bears no interest and is repayable in full upon the earlier of (i) the date on which the SPAC consummates its Initial Business Combination and (ii) the date that the winding up of the SPAC is effective. Pursuant to the Note, on March 7, 2023 the Sponsor loaned the SPAC $300,000 to fund its trust account and pay for operating expenses.
The SPAC is deemed to be controlled by the Company as a result of the Company’s equity ownership stake, the overlap of certain officers and directors, and the significant influence that the Company currently exercises over the SPAC.
The foregoing description is qualified in its entirety by reference to the Note, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | | Description |
| 10.1 | | Form of Note |
| 104 | | Cover Page Interactive Data File (embedded within the 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/ Jack K. Heilbron |
| | Name: | Jack K. Heilbron |
| | Title: | Chief Executive Officer |
| | | |
| Dated: March 8, 2023 | | |
