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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): January 21, 2026
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
2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On
January 21, 2026, Presidio Property Trust, Inc. (the “Company”) and NetREIT SC II, LLC, a subsidiary of the Company (the
“Borrower”), received a notice (the “Default Notice”) from Wells Fargo Bank, National Association (the “Lender”)
alleging that the Borrower’s failure to repay in full by January 5, 2026 the indebtedness owed under that certain promissory note
dated as of December 24, 2015 issued to The Bancorp Bank (the “Original Lender”) in the original principal amount of $17,727,500.00
(the “Note”), the related loan agreement, dated as of December 24, 2015 by and between Borrower and the Original Lender (the
“Loan Agreement”) and other related agreements (together with the Note and the Loan Agreement, the “Loan Documents”),
constitutes an event of default under the Loan Documents.
As
a result of the alleged event of default, the entire unpaid amounts shall bear interest at the default interest rate equal to the lesser
of (i) the maximum rate permitted by applicable law, or (ii) 5% above the original interest rate of 4.92% per annum. In addition, the
Default Notice states that the Lender has the right to foreclose or partially foreclose certain real and personal property that the Borrower
had pledged as security for the Note located in Douglas County, Colorado, known as the “Shea Center II” (the “Property”).
The Default Notice further states that the Lender revoked the Borrower’s license under the Loan Documents to receive, collect and
make use of rents, profits and income from the Property.
The
Company is exploring its options to cure the event of default alleged in the Default Notice.
SIGNATURE
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.
| |
PRESIDIO
PROPERTY TRUST, INC. |
| |
|
|
| |
By: |
/s/
Ed Bentzen |
| |
Name: |
Ed
Bentzen |
| |
Title: |
Chief
Financial Officer |
| |
|
|
| Dated:
January 23, 2026 |
|
|