8-K: NYC Files Exhibit 99.1 Presentation and Discloses REIT, Geopolitical, Listing Risks

Rhea-AI Filing Summary

American Strategic Investment Co. prepared an investor presentation that officers and representatives intend to use at conferences and meetings; the presentation is furnished as Exhibit 99.1 and is expressly described as "furnished" and not "filed". The filing cautions that non-historical statements are forward-looking and subject to specific risks, including uncertainty about the anticipated benefits of the Companys election to terminate its real estate investment trust status, the Companys ability to identify or complete new asset or business acquisitions on favorable terms, geopolitical instability related to the conflicts involving Russia and Ukraine and Israel and Hamas and related sanctions, inflation and higher interest rates, tariffs, and the risk that the Company may fail to meet NYSE continued listing requirements. The Company states it will update forward-looking statements only as required by law.

Positive

• Investor presentation furnished as Exhibit 99.1, indicating the Company is engaging in investor outreach and disclosure to stakeholders

Negative

• Uncertainty about anticipated benefits of terminating REIT status is explicitly identified as a risk
• Risk that the Company may not be able to successfully acquire new assets or businesses, or complete transactions on favorable terms
• Geopolitical risks tied to the conflicts between Russia and Ukraine and Israel and Hamas, including related sanctions, are cited as factors that could materially affect the Company
• Inflationary conditions and a higher interest rate environment are listed as risks to future results
• Risk of failing to meet NYSE continued listing requirements, which could negatively affect the stocks price and liquidity

Insights

Financial Analyst

TL;DR: Furnishing of an investor presentation is routine; the highlighted risks—REIT termination, acquisition uncertainty and NYSE listing risk—are material but lack detail.

The 8-K furnishes an investor presentation rather than filing it, limiting statutory liabilities while alerting investors to strategic shifts and macro risks. The mention of an election to terminate REIT status and the explicit NYSE listing risk are potentially material to valuation and liquidity, but the company provides no quantitative metrics or timetable. Without presentation content or financial detail, market impact is likely muted unless subsequent filings supply specifics.

Corporate Governance Expert

TL;DR: Disclosure uses standard forward-looking language and "furnished not filed" treatment to preserve flexibility while notifying stakeholders of governance and listing risks.

The filing emphasizes legal and regulatory caution: forward-looking statements are qualified and Exhibit 99.1 is furnished not filed, which limits incorporation and Section 18 liability. The enumerated risks, including the REIT election and potential delisting, raise governance and oversight questions that require further disclosure for shareholders to assess board strategy and compliance risk.

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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.

Investor Presentation

On August 8, 2025, American Strategic Investment Co. (the “Company”) prepared an investor presentation that officers and other representatives of the Company intend to present at conferences and meetings. A copy of the investor presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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		Investor Presentation
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) disclose in this 8-K?

The Company furnished an investor presentation as Exhibit 99.1 and stated that non-historical statements in the presentation are forward-looking and subject to specified risks.

Is the investor presentation in the 8-K considered "filed" with the SEC?

No. The Company expressly states the presentation is furnished, not "filed", and is not deemed incorporated by reference in other SEC filings except by specific reference.

Does the 8-K contain forward-looking statements for NYC?

Yes. The filing warns that certain statements are forward-looking and identifies specific risk factors that could cause actual results to differ materially.

What specific risks did American Strategic Investment Co. (NYC) list?

The filing lists risks including uncertainty from terminating REIT status, acquisition execution risk, geopolitical conflicts and sanctions, inflation and higher interest rates, tariff-related economic uncertainty, and potential NYSE delisting risk.

Could this 8-K affect NYC's NYSE listing status?

The Company explicitly states there is a risk that it may not be able to continue to meet NYSE continued listing requirements and that the NYSE may delist the Companys common stock.