Equity and Long-Term Compensation | 6. EQUITY AND LONG-TERM COMPENSATION Increase in Authorized Preferred Stock On January 7, 2021, the Trust filed Articles Supplementary with the State of Maryland to classify an additional 1,500,000 unissued shares of beneficial interest, par value $0.001 per share, 7.75% Series A Preferred Stock, such that the Trust shall now have authorized an aggregate of 1,675,000 shares of Series A Preferred Stock, all of which shall constitute a single series of Series A Preferred Stock. On February 3, 2021, as part of the closing for the Canndescent acquisition, the Trust issued 192,308 shares of Power REIT’s Series A Preferred Stock with a fair value of $5,000,008 less $2,205 of costs. Stock Issued for Cash During the quarter ended March 31, 2021, the Trust raised gross proceeds of approximately $36.7 million and issued an additional 1,383,394 common shares through a rights offering that closed on February 5, 2021. Offering expenses of $61,886 were incurred in connection with the offering and recorded as contra-equity netting against the proceeds of offering. Hudson Bay Partner, LP (“HBP”) which is 100% owned by David Lesser, is the Managing Member of PW RO Holdings LLC which participated in the rights offering and acquired 132,074 shares, is the Managing Member of PW RO Holdings 2 LLC which participated in the rights offering and acquired 155,000 shares and is the Managing Member of PW RO Holdings 3 LLC which participated in the rights offering and acquired 123,020 shares. HBP became the Co-Managing Member of 13310 LMR2A (“13310”) after the Trust acquired the Canndescent property from 13310 which participated in the rights offering and acquired 68,679 shares. Summary of Stock Based Compensation Activity – Options The summary of stock based compensation activity for the quarter ended March 31, 2021, with respect to the Trust’s stock options, is as follows: Summary of Activity - Options Weighted Number of Average Aggregate Options Exercise Price Intrinsic Value Balance as of December 31, 2020 106,000 7.96 - Plan Awards - - - Options Exercised - - - Balance as of March 31, 2021 106,000 7.96 3,951,680 Options vested at March 31, 2021 106,000 7.96 3,951,680 The weighted average remaining term of the options is approximately 1.36 years. Summary of Plan Activity – Restricted Stock The summary of Plan activity for the quarter ended March 31, 2021, with respect to the Trust’s restricted stock, was as follows: Summary of Activity - Restricted Stock Number of Weighted Shares of Average Restricted Grant Date Stock Fair Value Balance as of December 31, 2020 35,066 8.76 Plan Awards - - Restricted Stock Vested (7,400 ) 8.94 Balance as of March 31, 2021 27,666 8.71 Stock-based Compensation During the quarter ended March 31, 2021, the Trust recorded approximately $66,000 of non-cash expense related to restricted stock and options granted compared to approximately $75,000 for quarter ended March 31, 2020. As of March 31, 2021, there was approximately $241,000 of total unrecognized share-based compensation expense, which will be recognized through the second quarter of 2023. The Trust does not currently have a policy regarding the repurchase of shares on the open market related to equity awards and does not currently intend to acquire shares on the open market. Power REIT’s 2020 Equity Incentive Plan, which superseded the 2012 Equity Incentive Plan, was adopted by the Board on May 27, 2020 and approved by the shareholders on June 24, 2020. It provides for the grant of the following awards: (i) Incentive Stock Options; (ii) Nonstatutory Stock Options; (iii) SARs; (iv) Restricted Stock Awards; (v) RSU Awards; (vi) Performance Awards; and (vii) Other Awards. The Plan’s purpose is to secure and retain the services of Employees, Directors and Consultants, to provide incentives for such persons to exert maximum efforts for the success of the Trust and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the common Stock through the granting of awards. As of March 31, 2021, the aggregate number of shares of Common Stock that may be issued pursuant to outstanding awards is currently 235,917. Preferred Stock Dividends During the quarter ended March 31, 2021, the Trust paid a total of approximately $163,000 of dividends to holders of Power REIT’s Series A Preferred Stock. |