[8-K] American Strategic Investment Co. Reports Material Event

Rhea-AI Filing Summary

American Strategic Investment Co. hosted a pre-recorded conference call on August 8, 2025 to discuss results for the quarter ended June 30, 2025 and has furnished the transcript as Exhibit 99.1 to this Current Report. A replay of the full call is available through September 19, 2025 with provided dial-in numbers and Conference ID 13754142.

The filing clarifies that the materials furnished are not deemed "filed" under the Exchange Act and includes customary forward-looking statement language. The company identifies specific risks including the effects of terminating REIT status, acquisition execution, geopolitical conflicts, inflation and higher interest rates, tariffs, market and capital availability for transactions, and potential NYSE delisting risk. The report is signed by CFO Michael LeSanto.

Positive

• Exhibit 99.1 furnished: Transcript of the pre-recorded conference call is provided to investors.
• Replay availability confirmed through September 19, 2025 with dial-in numbers and Conference ID 13754142.
• Clear forward-looking risk disclosures enumerated, improving transparency about strategic and market risks.

Negative

• No financial results or metrics are included in this 8-K; the filing only furnishes a transcript and replay information.
• Listing risk disclosed: the company warns it may not meet NYSE continued listing requirements and could be delisted.
• Material risks identified include potential adverse effects from geopolitical conflicts, inflation and higher interest rates, and uncertainty around the benefits of terminating REIT status.

Insights

Financial Analyst

TL;DR: Filing furnishes the Aug 8 earnings call transcript and replay details but contains no financial results; risk disclosures reiterated.

The 8-K serves primarily to provide investor access to the pre-recorded earnings call transcript (Exhibit 99.1) and replay logistics through September 19, 2025. The document reiterates a broad set of forward-looking risks, including the company's election to terminate REIT status, acquisition execution risk, geopolitical conflicts, inflation and higher interest rates, tariffs, capital availability, and potential NYSE listing risk. Because no earnings figures or new operational metrics are included in this filing, its immediate market impact is limited; investors must consult the transcript or other periodic reports for financial details.

Corporate Governance Expert

TL;DR: The 8-K complies with Regulation FD by furnishing the transcript and expressly states the furnished materials are not ‘filed’ for Section 18 liabilities.

The report follows standard disclosure practice by furnishing the pre-recorded call transcript and explicitly stating that the information is not "filed" under the Exchange Act, limiting statutory liability exposure. It contains forward-looking statement boilerplate with enumerated risks (a) through (g), reinforcing disclosure around strategic actions including REIT termination and possible acquisitions. The signature by the CFO completes the report in accordance with filing requirements. Governance implications are routine rather than material beyond transparency and risk disclosure.

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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): August 8, 2025

American Strategic Investment Co.

(Exact Name of Registrant as Specified in Charter)

Maryland		001-39448		46-4380248
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
222 Bellevue Ave, Newport, Rhode Island 02840
(Address, including zip code, of Principal Executive Offices)
Registrant’s telephone number, including area code: (212) 415-6500

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
Class A common stock, $0.01 par value per share		NYC		New York Stock Exchange
Class A Preferred Stock Purchase Rights		true		New York Stock Exchange

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 7.01 Regulation FD Disclosure.

Earnings Call Script

On August 8, 2025, American Strategic Investment Co. (the “Company”) hosted a conference call to discuss its financial and operating results for the quarter ended June 30, 2025. A transcript of the pre-recorded portion of the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K. As previously disclosed, a replay of the entire conference call is available through September 19, 2025 by telephone as follows:

Toll Free Dial in Number: 1 (844) 512-2921

Toll Dial in Number: 1 (412) 317-6671

Conference ID: 13754142

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The statements in this press release that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results or events to be materially different. The words “may,” “will,” “seeks,” “anticipates,” “believes,” “expects,” “estimates,” “projects,” “plans,” “intends,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include (a) the anticipated benefits of the Company’s election to terminate its status as a real estate investment trust, (b) whether the Company will be able to successfully acquire new assets or businesses, (c) the potential adverse effects of the geopolitical instability due to the ongoing military conflicts between Russia and Ukraine and Israel and Hamas, including related sanctions and other penalties imposed by the U.S. and European Union, and the related impact on the Company, the Company’s tenants, and the global economy and financial markets, (d) inflationary conditions and higher interest rate environment, (e) economic uncertainties about the ultimate impact of tariffs imposed by, or imposed on, the United States and its trading relationships, (f) that any potential future acquisition or disposition is subject to market conditions and capital availability and may not be identified or completed on favorable terms, or at all, and (g) that we may not be able to continue to meet the New York Stock Exchange’s (“NYSE”) continued listing requirements and rules, and the NYSE may delist the Company’s common stock, which could negatively affect the Company, the price of the Company’s common stock and shareholders’ ability to sell the Company’s common stock, as well as those risks and uncertainties set forth in the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 19, 2025 with the United States Securities and Exchange Commission (“SEC”), and all other filings with the SEC after that date, including but not limited to the subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent report. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, unless required to do so by law.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibit No		Description
99.1		Transcript
104		Cover Page Interactive Data File (embedded within the 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.

	American Strategic Investment Co.
Date: August 8, 2025	By:	/s/ Michael LeSanto
		Michael LeSanto
		Chief Financial Officer

FAQ

What did American Strategic Investment Co. (NYC) file in this 8-K?

The company furnished the transcript (Exhibit 99.1) of its pre-recorded earnings call held on August 8, 2025 and listed the Cover Page Interactive Data File (Exhibit 104).

When is the replay of the earnings call available and what are the dial-in details?

The replay is available through September 19, 2025. Toll Free Dial-in: 1 (844) 512-2921. Toll Dial-in: 1 (412) 317-6671. Conference ID: 13754142.

Does this 8-K include the company’s Q2 2025 financial results?

No. The filing furnishes a transcript and replay information but does not include financial statements or numerical earnings results.

What forward-looking risks does the filing cite?

The filing lists risks including the anticipated benefits of terminating REIT status, acquisition execution, geopolitical conflicts (Russia/Ukraine and Israel/Hamas), inflation and higher interest rates, tariffs, capital availability, and possible NYSE delisting.

Who signed the 8-K for American Strategic Investment Co.?

The report is signed by Michael LeSanto, Chief Financial Officer, dated August 8, 2025.