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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): November 19, 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 November 19,
2025, American Strategic Investment Co. (the “Company”) hosted a conference call to discuss its financial and operating results
for the quarter ended September 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 December 31,
2025 by telephone as follows:
Toll Free Dial in Number:
1 (844) 512-2921
Toll Dial in Number:
1 (412) 317-6671
Conference ID: 13754948
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 regain compliance with 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: November 19, 2025 |
By: |
/s/ Michael LeSanto |
| |
|
Michael LeSanto |
| |
|
Chief Financial Officer |
