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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): September 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 8.01. Other Events.
On September 8, 2025, ARC
NYC1140SIXTH, LLC (the “Borrower”), a subsidiary of the American Strategic Investment Co. (the “Company”), Wilmington
Trust, National Association, as trustee for the benefit of the Lenders (as defined below) (“Wilmington Trust”), and New York
City Operating Partnership, L.P. (the “Guarantor”), a subsidiary of the Company through which the Company operates substantially
all of its business, entered into a settlement agreement (the “Settlement Agreement”), regarding that certain loan agreement
(the “Loan Agreement”), with Ladder Capital Finance I LLC and Series TRS of Ladder Capital Finance I LLC, as lenders, related
to a loan in the principal amount of $99.0 million (the “Loan”). The Loan is evidenced by various promissory notes (the “Notes”
and the holders of the Notes, collectively, the “Lender”) and secured by a non-recourse mortgage on the Company’s 1140
Avenue of the Americas property (the “Property”). As previously disclosed, after providing the Borrower certain notices of
default and a notice of acceleration with respect to its obligations under the Loan Agreement, during June and July 2025, Wilmington Trust,
acting on behalf of the Lender, filed a complaint and a motion in the Supreme Court of the State of New York (the “Court”),
naming the Borrower and Guarantor as defendants and seeking among other things, foreclosure of the property and appointment of a receiver
(the “Foreclosure Action”).
Under the Settlement Agreement,
the Borrower agreed to execute and deliver within 60 days of the Settlement Agreement’s execution (i) a stipulation consenting to
entry of order appointing receiver consenting to the Court’s immediate appointment of a receiver in the Foreclosure Action and (ii)
a stipulation consenting to entry of judgment of foreclosure and sale consenting to the Court’s immediate entry of a final judgment
of foreclosure in the Foreclosure Action, which contemplates the Property will be sold by public auction. The Borrower and Guarantor agreed
in the Settlement Agreement to cooperate with Wilmington Trust in effecting a smooth and efficient transition of possession and operation
of the Property to Wilmington Trust (or the receiver, as applicable). Effective upon the disposition of the Property in the Foreclosure
Action, the parties to the Settlement Agreement agreed the Borrower and Guarantor would be released from their respective obligations
under: (i) the Loan Agreement, (ii) the Notes, (iii) that certain leasehold mortgage and agreement of consolidation and modification of
leaseholder mortgage, assignment of leases and rents, and security agreement by the Borrower in favor of the Lender (the “Mortgage”)
with respect to the Property, (iv) that certain guaranty of recourse obligations by the Guarantor in favor of the Lender (the “Guaranty
Agreement”), (v) that certain environmental indemnity agreement by the Borrower in favor of the Lender (the “Environmental
Indemnity” and, together with the Loan Agreement, Notes, Mortgage and Guaranty Agreement, the ”Loan Documents”), effectively
terminating such agreements. In addition, effective as of the 91st day following the issuance by the referee of a deed in the Foreclosure
Action or other disposition of the Property, the parties agreed in the Settlement Agreement to release any and all grievances, disputes,
controversies, difference and claims that exist or may exist between them arising out of or relating to the Loan Documents, effectively
terminating such agreements; provided, however, that the foregoing does not apply to any obligations, representation, warranty or covenant
of the Borrower or Guarantor relating to the Environmental Indemnity or the environmental condition of the property.
On September 11, 2025, following
submission of the stipulation consenting to entry of order appointing receiver, the Court approved such order appointing a temporary receiver
for the Property in the Foreclosure Action.
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: September 12, 2025 |
By: |
/s/ Michael LeSanto |
| |
|
Michael LeSanto |
| |
|
Chief Financial Officer |
