UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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).
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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 4.01 | Changes in Registrant’s Certifying Accountant. |
Dismissal of Independent Registered Public Accounting Firm
On August 19, 2024, the Audit Committee (the “Audit Committee”) of Presidio Property Trust, Inc. (the “Company”) dismissed Baker Tilly US, LLP (“Baker Tilly”), the Company’s independent registered public accounting firm, effective immediately.
The reports of Baker Tilly on the Company’s audited consolidated financial statements for the years ended December 31, 2023 and 2022 (the “Baker Tilly Reports”) did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the Company’s two years ended December 31, 2023 and 2022, and during the subsequent interim period preceding Baker Tilly’s dismissal (the “Relevant Period”), there were no disagreements with Baker Tilly on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Baker Tilly would have caused Baker Tilly to make reference to the subject matter of the disagreements in connection with its audit reports.
During the Relevant Period, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K except as set forth below.
As disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, the Company’s management identified the following material weaknesses in internal control over financial reporting, which relates to a non-recuring significant transaction for income tax provision under ASC 740, Income Taxes:
| ● | The Company lacked a formal review and approval process in connection with the annual income tax provision, specifically related to real estate investment trust (“REIT”) and non-REIT subsidiaries and the ownership of shares of Conduit Pharmaceuticals Inc. (“Conduit”) received by the Company in Conduit’s de-SPAC transaction on September 22, 2023; and | |
| ● | The Company did not design adequate internal controls under an appropriate financial reporting framework, including monitoring controls and certain entity level controls with regards to the income tax provision. |
These material weaknesses were discussed by the Company’s management and the Audit Committee with Baker Tilly.
The Audit Committee has authorized Baker Tilly to respond fully to the inquiries of the Company’s new independent registered public accounting firm, concerning this material weakness.
The Company provided Baker Tilly with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that Baker Tilly furnish the Company with a letter addressed to the SEC stating whether or not Baker Tilly agrees with the above statements. A copy of the letter from Baker Tilly dated August 21, 2024 is filed with this Current Report on Form 8-K as Exhibit 16.1.
Engagement of New Independent Registered Public Accounting Firm
On August 19, 2024, the Company’s Audit Committee approved the engagement of Moss Adams LLP (“Moss Adams”) as the Company’s new independent registered public accounting firm to audit the Company’s consolidated financial statements commencing for the year ending December 31, 2024.
During the two most recent years ended December 31, 2023 and December 31, 2022 and during the subsequent interim period from January 1, 2024 through August 20, 2024, neither the Company, nor anyone acting on its behalf, consulted with Moss Adams on (i) any matters regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company that Moss Adams concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was the subject of any disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 16.1 | Letter of Baker Tilly US, LLP to the Securities and Exchange Commission, dated August 22, 2024 regarding statements included in this Current Report on Form 8-K | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL document) |
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 hereunto duly authorized.
| Date: August 22, 2024 | PRESIDIO PROPERTY TRUST, INC. | |
| By: | /s/ Ed Bentzen | |
| Name: | Ed Bentzen | |
| Title: | Chief Financial Officer | |