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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): October 14, 2025
Presidio
Property Trust, Inc.
(Exact
name of registrant as specified in its charter)
| Maryland |
|
001-34049 |
|
33-0841255 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
4995
Murphy Canyon Road, Suite 300
San
Diego, California 92123
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (760) 471-8536
Not
Applicable
(Former
name or former address, if changed since last report)
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 |
| |
|
|
|
|
| Series A Common Stock, $0.01 par value per share |
|
SQFT |
|
The Nasdaq Stock Market
LLC |
| |
|
|
|
|
| 9.375% Series D Cumulative Redeemable Perpetual Preferred
Stock, $0.01 par value per share |
|
SQFTP |
|
The Nasdaq Stock Market
LLC |
| |
|
|
|
|
| Series A Common Stock Purchase Warrants to Purchase
Shares of Common Stock |
|
SQFTW |
|
The Nasdaq Stock Market
LLC |
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 1.01 |
Entry Into a Material Definitive Agreement |
ATM
Agency Agreement
On
October 14, 2025, Presidio Property Trust, Inc. (the “Company”) entered into a Sales Agreement (the “Sales
Agreement”) with The Benchmark Company, LLC (the “Manager”) pursuant to which the Manager will act as the Company’s
sales agent with respect to the issuance and sale of up to $1,419,265 of the Company’s shares of Series A common stock, par value
$0.01 per share (the “Shares”), from time to time in an at-the-market public offering (the “Offering”).
Sales
of our common stock, if any, through the Manager, will be by any method that is deemed to be an “at-the-market” equity offering
as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly
on or through the Nasdaq Capital Market or any other existing trading market for the common stock in the U.S. or to or through a market
maker. The Manager may also sell the common stock in privately negotiated transactions, subject to our prior approval. The price per
share will be at prevailing market prices. The Company will pay the Manager a commission equal to 3.5% of the gross proceeds from the
sale of the common stock pursuant to the Sales Agreement.
The
Company or the Manager may suspend the offering of Shares upon notice and subject to other conditions. The Sales Agreement will terminate
upon the earlier of (i) the sale of the maximum dollar amount of shares of common stock subject to the Sales Agreement, and (ii) the
termination of the Sales Agreement by us or the Manager.
The
Sales Agreement contains representations, warranties and covenants that are customary for transactions of this type. In addition, the
Company has agreed to indemnify the Manager against certain liabilities, including liabilities under the Securities Act.
A
copy of the Sales Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K (“this Report”) and is incorporated
herein by reference. The description of the Sales Agreement is qualified in its entirety by reference to Exhibit 10.1 to this Report.
The
Shares will be sold and issued pursuant the Company’s shelf registration statement on Form S-3 (File No. 333-278960), which was
declared effective by the Securities and Exchange Commission on May 17, 2024 (the “Registration Statement”), and a related
prospectus supplement.
This
Report, including the exhibits filed herewith, is not an offer to sell or the solicitation of an offer to buy the Shares or any other
securities of the Company, nor shall there by any offer, solicitation or sale of the Shares or any other securities of the Company in
any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of such state.
Copies
of the opinions of Venable LLP relating to the validity of the shares of common stock sold under the Sales Agreement and of Whiteford
Taylor Preston LLP relating to certain United States federal income tax matters are filed as Exhibits 5.1 and 8.1, respectively, to this
Report. The exhibits are filed with reference to and are hereby incorporated by reference into the Registration Statement.
| Item 9.01 |
Financial Statements and Exhibits |
(d)
Exhibits
The
following exhibits are being filed herewith:
| 5.1 |
|
Opinion of Venable LLP |
| 8.1 |
|
Opinion of Whiteford Taylor Preston LLP |
| 10.1 |
|
Sales
Agreement dated October 14, 2025, by and between Presidio Property Trust, Inc. and The Benchmark Company, LLC |
| 23.1 |
|
Consent of Venable LLP (contained in Exhibit 5.1) |
| 23.2 |
|
Consent of Whiteford Taylor Preston LLP (included in Exhibit 8.1) |
| 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 thereunto duly authorized.
| |
PRESIDIO PROPERTY TRUST, INC. |
| |
|
|
| |
By: |
/s/ Ed
Bentzen |
| |
Name: |
Ed
Bentzen |
| |
Title: |
Chief Financial Officer |
| |
|
|
| Dated:
October 14, 2025 |
|
|
