false
0001595527
0001595527
2025-10-16
2025-10-16
0001595527
us-gaap:CommonStockMember
2025-10-16
2025-10-16
0001595527
us-gaap:RightsMember
2025-10-16
2025-10-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 16, 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 4.01.
Changes in Registrant’s Certifying Accountant.
| (a) | Dismissal of Independent Registered Public Accounting Firm |
On October 16, 2025, the Audit Committee
(the “Audit Committee”) of the Board of Directors of American Strategic Investment Co. (the “Company”) dismissed
PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm, effectively immediately.
The decision to change the Company’s independent registered accountants was the result of a competitive bid process as well as the
Company’s focus on streamlining its cost structure and reducing its general and administrative expenses.
PwC performed audits of the Company’s consolidated
financial statements for the years ended December 31, 2023 and 2024. PwC’s reports for such years did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except
for an emphasis of matter paragraph regarding the Company’s significant liquidity constraints contained in its audit report
for the fiscal year ended December 31, 2024. During the two years ended December 31, 2024, and the subsequent interim period
through October 16, 2025, there were no (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and
the related instructions to Item 304 of Regulation S-K promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as amended)
between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to satisfaction of PwC, would have caused PwC to make reference to the subject matter
of such disagreements in connection with its report, or (ii) “reportable events,” as described in Item 304(a)(1)(v) of
Regulation S-K, that would require disclosure under Item 304(a)(1)(v) of Regulation S-K.
| (b) | Engagement of New Independent Registered Public Accounting Firm |
The Audit Committee invited several public accounting
firms to participate in bid process, and as a result of this process, on October 16, 2025, the Audit Committee appointed CBIZ CPAs
P.C. (“CBIZ CPAs”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2025, including the review of the interim unaudited financial statements and related notes to be included in the Company’s
Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025, subject to CBIZ CPAs’ completion of its customary
client acceptance procedures and execution of an engagement letter.
During the two years ended December 31, 2024, and the subsequent interim
period through the appointment of CBIZ CPAs as the Company’s independent registered public accounting firm on October 16, 2025,
neither the Company nor anyone acting on its behalf has consulted CBIZ CPAs regarding either: (i) the application of accounting principles
to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial
statements, and no written report or oral advice was provided to the Company by CBIZ CPAs that CBIZ CPAs concluded was an important factor
considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was
either subject of a disagreement, as that term is defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions to Item
304 of Regulation S-K, or a “reportable event,” as that term is described in Item 304(a)(1)(v) of Regulation S-K.
The Company furnished PwC with a copy of the disclosure
contained in this Item 4.01 prior to filing this Current Report on Form 8-K with the SEC and requested that PwC furnish it with a
letter addressed to the SEC stating whether or not it agreed with the statements made by the Company in this Item 4.01. PwC has furnished
a letter addressed to the SEC dated October 21, 2025, a copy of which is attached hereto as Exhibit 16.1.
Item
9.01 Financial Statements and Exhibits.
(d)
| Exhibit No |
|
Description |
| 16.1 |
|
Letter of PricewaterhouseCoopers LLP, dated October 21, 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: October 21, 2025 |
By: |
/s/ Michael LeSanto |
| |
|
Michael LeSanto |
| |
|
Chief Financial Officer |
