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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 26, 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 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 26, 2025, American
Strategic Investment Co. (the “Company”) received a written notice (the “Notice”) from the New York Stock Exchange
(“NYSE”) that the Company did not presently satisfy the NYSE’s continued listing standards under Section 802.01B of
the NYSE Listed Company Manual (the “Manual”), which requires the Company’s 30-trading day average market capitalization
to be not less than $50 million and the Company’s stockholders’ equity to be not less than $50 million. As set forth in the
Notice, as of August 25, 2025, the Company’s 30-trading day average market capitalization was approximately $34.3 million and the
Company’s last reported stockholders’ equity as of June 30, 2025 was approximately $35.5 million.
In accordance with applicable
NYSE procedures, within 45 days from receipt of the Notice, the Company must submit to NYSE a business plan that demonstrates compliance
with Section 802.01B of the Manual within 18 months of receipt of the Notice. The Listing Operations Committee of NYSE will review the
business plan and will either accept the plan, at which time the Company will be subject to ongoing quarterly monitoring for compliance
with the business plan, or reject it, at which time the Company will be subject to suspension and delisting proceedings. The
Company is working to submit to NYSE a business plan within the 45 calendar-day-period described above.
The Notice
has no immediate effect on the listing of the Company’s Class A common stock, which will continue to be listed and traded on NYSE
during the cure periods outlined above, subject to the Company’s compliance with other NYSE continued listing requirements. The
current noncompliance with the standards described above does not affect the Company’s ongoing business operations or its reporting
requirements with the Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure.
On August 27, 2025, the Company issued a press
release disclosing its receipt of the Notice referenced above. A copy of the press release is attached as Exhibit 99.1 to the Current
Report on Form 8-K and is incorporated by reference in this Item 7.01.
The information contained in this Item 7.01, including
Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for any purpose, including for the
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 into any filing under the Exchange Act or the Securities
Act of 1933, as amended, regardless of any general incorporation language in such filing, except to the extent expressly stated in
such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
| Exhibit No |
|
Description |
| 99.1 |
|
Press Release of American Strategic Investment Co., dated August 27, 2025. |
| 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 27, 2025 |
By: |
/s/ Michael LeSanto |
| |
|
Michael LeSanto |
| |
|
Chief Financial Officer |
