United States securities and exchange commission logo
January 19, 2021
Adam Sragovicz
Chief Financial Officer
Presidio Property Trust, Inc.
4995 Murphy Canyon Road, Suite 300
San Diego, CA 92123
Re: Presidio Property
Trust, Inc.
Registration
Statement on Form S-3
Filed December 29,
2020
File No. 333-251779
Dear Mr. Sragovicz:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
General
1. Please tell us how you
determined you are eligible to use Form S-3 as it appears that Part
III of your annual
report on Form 10-K for the year ended December 31, 2019 was not
timely filed. We note
that you furnished a Form 8-K on April 30, 2020; however, that 8-
K does not appear to
have been furnished by the original filing deadline of the report,
which was April 29,
2020. Refer to the March 4, 2020 Securities Act Release No. 34-
88318, which provides
that a registrant relying on the Order furnishes to the Commission
a Form 8-K by the later
of March 16 or original filing deadline of the report, for guidance.
Incorporation of Certain Information by Reference, page 45
2. Please revise your
disclosure in this section to incorporate by reference your amended
Adam Sragovicz
Presidio Property Trust, Inc.
January 19, 2021
Page 2
annual report on Form 10-K filed June 12, 2020 as required by Item
12(a)(2) of Form S-3,
or advise.
Exhibits
3. We note your auditor consented to the incorporation by reference of the
report appearing
in your Form 10-K for the year ended December 31, 2019; however, the
report filed with
your Form 10-K does not appear to include the effects of the one-for-two
reverse stock
split described in Note 15 as to which the date is August 3, 2020.
Please revise
accordingly.
4. Please list a statement of eligibility of trustee for the indenture as
an Exhibit 25 to your
registration statement. See Item Item 601(b)(25) of Regulation S-K. If
you wish to
designate the trustees on a delayed basis, as permitted by Section
305(b)(2) of the Trust
Indenture Act, please indicate that you will separately file the Form
T-1 under the
electronic form type "305B2" in the notes to the index. For further
guidance, please refer
to Trust Indenture Act of 1939 Compliance and Disclosure Interpretations
Questions
206.01 and 220.01.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Ruairi Regan at 202-551-3269 or Erin E. Martin at
202-551-3391 if you
have any questions.
Sincerely,
FirstName LastNameAdam Sragovicz
Division of
Corporation Finance
Comapany NamePresidio Property Trust, Inc.
Office of Real
Estate & Construction
January 19, 2021 Page 2
cc: Joshua Englard, Esq.
FirstName LastName