UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
TO
(Rule
14d-100)
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
(Amendment
No. 3)
Presidio
Property Trust, Inc.
(Name
of Subject Company (Issuer) and Filing Person (Offeror))
9.375%
Series D Cumulative Redeemable Perpetual Preferred Stock
(Title
of Class of Securities)
74102L402
(CUSIP
Number of Class of Securities)
Jack
K. Heilbron
Chief
Executive Officer and President
Presidio
Property Trust, Inc.
4995
Murphy Canyon Road, Suite 300San Diego, California 92123
(760)
471-8536
(Name,
address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copies
to:
Darrin
Ocasio, Esq.
Avital
Perlman, Esq.
Sichenzia
Ross Ference Carmel LLP
1185
Avenue of the Americas, 26th Floor
New
York, New York 10036
Telephone:
(212) 930-9700
| ☐ |
Check
the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check
the appropriate boxes below to designate any transaction to which the statement relates:
| |
☐ |
third-party
tender offer subject to Rule 14d-1 |
| |
☒ |
issuer
tender offer subject to Rule 13e-4 |
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☐ |
going-private
transaction subject to Rule 13e-3 |
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☐ |
amendment
to Schedule 13D under Rule 13d-2 |
Check
the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If
applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| |
☐ |
Rule
13e-4(i) (Cross-Border Issuer Tender Offer) |
| |
☐ |
Rule
14d-1(d) (Cross-Border Third-Party Tender Offer) |
This
Amendment No. 3 to Schedule TO (this “Amendment”) amends and supplements the original Schedule TO (“Schedule TO”)
filed August 7, 2026, as amended on August 21, 2026 and September 2, 2026, by Presidio Property Trust, Inc. (“Presidio” or
the “Company”). This Amendment constitutes a final amendment to the Schedule TO.
The
Schedule TO, as amended by this Amendment, relates to the offer by Presidio to exchange for each validly tendered, not validly withdrawn
and validly accepted outstanding share of its 9.375% Series D Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share
(the “Series D Preferred Stock”) five and one-half shares (5.5) shares of its Series A Common Stock, par value $0.01 per
share (“Common Stock”), to be newly issued by Presidio, upon the terms and subject to the conditions set forth in the prospectus
dated September 2, 2026 (the “Prospectus”) (which, together with any amendments or supplements thereto, collectively constitute
the “Exchange Offer”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the
Prospectus.
In
connection with the Exchange Offer, Presidio filed under the Securities Act of 1933, as amended (the “Securities Act”), a
registration statement on Form S-4 (Registration No. 333-298110) (the “Registration Statement”) containing the Prospectus
to register the shares of Common Stock offered in exchange for shares of Series D Preferred Stock tendered in the Exchange Offer. The
information set forth in the Prospectus is incorporated herein by reference in response to all the items of this Schedule TO, except
as otherwise set forth below.
The
purpose of this Amendment is to amend and supplement the Schedule TO to (i) update Item 11 of the Schedule TO to report the final results
of the Exchange Offer, and (ii) update Item 12 of the Schedule TO to include a press release issued by the Company on October 5, 2026,
announcing the results of the Exchange Offer.
Item
11. Additional Information.
Item
11 of the Schedule TO is hereby amended and supplemented by adding at the end thereof the following text:
The
Exchange Offer expired at 11:59 p.m., New York City time, on October 2, 2026 (the “Expiration Date”). As of the Expiration
Date, 149,773 shares of Series D Preferred Stock, representing approximately 15.4% of the 973,736 outstanding shares of
Series D Preferred Stock, were validly tendered and not validly withdrawn. The Company has accepted all such validly tendered shares
for exchange. In accordance with the terms of the Exchange Offer, participating holders will receive 5.5 shares of Common Stock for each
share of Series D Preferred Stock validly tendered, for an aggregate of 823,753 shares of Common Stock to be issued in connection
with the Exchange Offer. Settlement of the Exchange Offer is expected to occur on or about October 6, 2026.
On
October 5, 2026, the Company issued a press release announcing the final results of the Exchange Offer as set forth above. A copy of
the press release is filed as Exhibit (a)(5)(B) to the Schedule TO and is incorporated herein by reference.
Item
12. Exhibits.
The
Exhibit Index appearing after the signature page hereto is incorporated herein by reference.
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
October 5, 2026
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PRESIDIO PROPERTY TRUST, INC. |
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|
|
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By: |
/s/ Jack K. Heilbron |
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Name: |
Jack K. Heilbron |
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Title: |
Chief Executive Officer |
EXHIBIT
INDEX
Exhibit
Number |
|
Description |
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|
|
| (a)(4) |
|
Prospectus, dated September 2, 2026 (incorporated by reference to the Registration Statement). |
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| (a)(5)(A) |
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Press Release, dated August 24, 2026 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on August 24, 2026). |
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|
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| (a)(5)(B) |
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Press Release, dated October 5, 2026 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on October 5, 2026). |
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|
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| (h)(i) |
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Opinion of Whiteford, Taylor & Preston L.L.P. regarding certain tax consequences of the exchange offer (incorporated by reference to Exhibit 8.1 to the Registration Statement). |
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|
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| 107* |
|
Calculation of Filing Fee Table |
*
Previously filed
