Presidio Property Trust Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01. Other Events.
On April 8, 2025, Presidio Property Trust, Inc. (“Presidio,” the “Company,” “we,” “us” or “our”) announced that it is commencing a fixed price self-tender offer to purchase for cash up to 2,000,000 shares of the Company’s Series A Common Stock (the “Shares”) plus all Shares properly tendered by beneficial or record holders of less than 100 Shares in the aggregate (the “Odd Lot Holders”) (the “Offer”).
In accordance with the terms and subject to the conditions of the offer to purchase and letter of transmittal, Presidio will purchase Shares which are properly tendered and not properly withdrawn for $0.68 per Share (the “Purchase Price”), net to the seller in cash, less any applicable withholding taxes and without interest. Presidio expects to fund the Offer with cash on hand.
The Offer will expire at 11:59 P.M., New York City time, on May 5, 2025, unless the Offer is extended or withdrawn. Upon expiration, payment for the Shares accepted for purchase under the Offer will occur promptly in accordance with applicable law.
The Company will purchase all Shares properly tendered and not properly withdrawn by the Odd Lot Holders (the “Odd Lot Amount”), provided that the Odd Lot Holders must tender all or none of their Shares and may not tender a portion of their Shares. The Company will also purchase 2,000,000 Shares, exclusive of the Odd Lot Amount, from stockholders who properly tender their Shares and do not properly withdraw their tenders. If more than 2,000,000 Shares, exclusive of the Odd Lot Amount, are properly tendered and not properly withdrawn, the Company will purchase all Shares properly tendered and not properly withdrawn on a pro rata basis with appropriate adjustments to avoid the purchase of fractional Shares. Other than Odd Lot Holders, stockholders may tender all, none, or a portion of their Shares. The Company will have the ability to increase the number of Shares accepted for payment in the Offer by up to 2% of the Company’s outstanding shares (resulting in a proportionate increase in the number of Shares purchased by up to approximately 283,080 Shares) without amending or extending the Offer in accordance with rules promulgated by the Securities and Exchange Commission (the “SEC”).
The Company’s board of directors has approved the Offer. None of the Company, its board of directors, nor Broadridge Corporate Issuer Solutions, LLC, in its capacity as Depositary, Paying Agent, and Information Agent, or any of their respective affiliates, however, made, or is making, any recommendation to any stockholder as to whether to tender or refrain from tendering his, her or its Shares. Each stockholder must make his, her or its own decision whether to tender Shares, and how many Shares to tender.
Any questions or requests for assistance may be directed to Broadridge Corporate Issuer Solutions, LLC, the Information Agent for the Offer, by telephone toll-free at 1-855-793-5068 or via email at [email protected]. Requests for copies of the offer to purchase, the letter of transmittal or other tender offer materials may also be directed to Broadridge Corporate Issuer Solutions, LLC, and such copies will be furnished promptly at the Company’s expense. Stockholders may also contact their broker-dealer, commercial bank, trust company, custodian or other nominee for assistance concerning the Offer.
Reverse Stock Split
As previously disclosed, on June 7, 2024, the Company received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock for the 30 consecutive business day period between April 25, 2024 through June 6, 2024, the Company did not meet the minimum bid price of $1.00 per share required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2).
The Company was initially provided with a compliance period of 180 calendar days, or until December 4, 2024, in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). On December 5, 2024, Nasdaq determined that the Company was eligible for an additional 180 calendar day period, or until June 2, 2025, to regain compliance. To so comply, at any time during the second 180-calendar day compliance period, the closing bid price of the Company’s common stock must be at least $1.00 per share for a minimum of ten consecutive business days.
As part of its plan to come into compliance with Nasdaq Listing Rule 5550(a)(2), the Company is considering implementing a reverse stock split on or before May 15, 2025. The expected ratio, if the reverse stock split is implemented, is around or between five-to-one and six-to-one.
Important Notice
This communication is a summary provided for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of the Company. The full details of the Offer, including complete instructions on how to tender shares, will be included in the offer to purchase, the letter of transmittal and other related materials, which the Company will publish, send or give to stockholders upon commencement of the tender offer, and file with the SEC. Stockholders are urged to read carefully the offer to purchase, the letter of transmittal and other related materials when they become available because they contain important information, including the terms and conditions of the Offer. Stockholders may obtain free copies of the offer to purchase, the letter of transmittal and other related materials after they are filed by the Company with the SEC at the SEC’s website at www.sec.gov. Each stockholder should consult with its tax advisor, broker, dealer, commercial bank, trust company, custodian or other nominee to evaluate the consequences of tendering or selling shares in the Offer.
Forward-Looking Statements
This communication contains forward-looking statements based upon our current expectations, estimates and assumptions that involve risks and uncertainties. within the meaning of the federal securities laws. These statements include statements about Presidio’s plans, objectives, strategies, financial performance and outlook, trends, the amount and timing of future cash distributions, prospects or future events and involve known and unknown risks that are difficult to predict. As a result, our actual financial results, performance, achievements or prospects may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “guidance,” “predict,” “potential,” “continue,” “likely,” “will,” “would,” “illustrative” and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by Presidio and its management based on their knowledge and understanding of the business and industry, are inherently uncertain. These statements are not guarantees of future performance, and stockholders should not place undue reliance on forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from the forward-looking statements contained in this communication. Such risks, uncertainties and other important factors include, among others: the risks, uncertainties and factors set forth in our filings with the SEC, including our Annual Report on Form 10-K; business, financial and operating risks inherent to real estate investments and the industry; our ability to renew leases, lease vacant space, or re-lease space as leases expire; our ability to repay or refinance our debt as it comes due; difficulty selling or re-leasing our investment properties due to their specific characteristics; contraction in the global economy or low levels of economic growth; our ability to sell our assets at a price and on a timeline consistent with our investment objectives, or at all; our ability to service our debt; changes in interest rates and operating costs; compliance with regulatory regimes and local laws; uninsured or underinsured losses, including those relating to natural disasters or terrorism; domestic or international instability or political or civil unrest, including the ongoing hostilities between Russia and Ukraine and its worldwide economic impact; the amount of debt that we currently have or may incur in the future; provisions in our debt agreements that may restrict the operation of our business; our organizational and governance structure; our status as a REIT; the cost of compliance with and liabilities under environmental, health and safety laws; adverse litigation judgments or settlements; changes in real estate and zoning laws and increase in real property tax rates; changes in federal, state or local tax law, including legislative, administrative, regulatory or other actions affecting REITs; changes in governmental regulations or interpretations thereof; the effects of recent tariffs and a potential trade war; and estimates relating to our ability to make distributions to our stockholders in the future.
These factors are not necessarily all the important factors that could cause our actual financial results, performance, achievements or prospects to differ materially from those expressed in or implied by any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made, and we do not undertake or assume any obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
Except as required by law, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the "Offer to Purchase" and the "Letter of Transmittal" and the “Important Instructions and Information” filed as exhibits to Schedule TO in connection with the Offer and the Company's other documents filed with the SEC, copies of which are available on the SEC's website, www.sec.gov.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. None.
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. | ||
| Date: April 8, 2025 | By: | /s/ Ed Bentzen |
| Name: | Ed Bentzen | |
| Title: | Chief Financial Officer | |