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. 2)
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 |
| |
☐ |
going-private
transaction subject to Rule 13e-3 |
| |
☐ |
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. 2 to Schedule TO (this
“Amendment”) amends and supplements the original Schedule TO (“Schedule TO”) filed August 7, 2026, as amended
on August 21, 2026, by Presidio Property Trust, Inc. (“Presidio” or the “Company”).
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to the offer by Presidio to exchange for each validly tendered, not validly withdrawn and validly accepted outstanding share of its 9.375%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”).
In exchange for each share of Series D Preferred
Stock validly tendered, not validly withdrawn and validly accepted prior to 11:59 p.m., New York City time, on October 2, 2026 (such
time and date, unless extended or earlier terminated by the Company, the “Expiration Date”) and accepted by the Company,
participating holders of Series D Preferred Stock will receive five and one-half shares (5.5) shares of Common Stock. The Exchange Offer
will commence on September 2, 2026 and expire at the Expiration Date, unless extended or earlier terminated by the Company.
In connection with the Exchange Offer, Presidio has
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.
| Item
1. |
Summary
Term Sheet. |
Summary
Term Sheet. The information set forth in the sections of the Prospectus entitled “Questions and Answers About the Exchange
Offer” and “The Exchange Offer Summary” is incorporated herein by reference.
| Item
2. |
Subject
Company Information. |
| |
(a) |
Name
and Address. The name of the issuer is Presidio Property Trust, Inc. The principal executive offices of Presidio are located at 4995
Murphy Canyon Road, Suite 300 San Diego, California 92123. Its telephone number at such office is (760) 471-8536.
|
| |
(b) |
Securities.
Shares of Series D Preferred Stock are the subject securities in the Exchange Offer. As of
September 2, 2026, there are 973,736 shares of Series D Preferred Stock issued and
outstanding.
|
| |
|
|
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(c) |
Trading
Market and Price. The Series D Preferred Stock is listed on the Nasdaq Stock Market (“Nasdaq”) under the symbol “SQFTP”.
The high and low sales prices for the Series D Preferred Stock for each quarter during the past two years is set forth below: |
| | |
High | | |
Low | |
| Quarter ended June 30, 2026 | |
$ | 9.30 | | |
$ | 4.91 | |
| Quarter ended March 31, 2026 | |
$ | 15.75 | | |
$ | 3.65 | |
| Quarter ended December 31, 2025 | |
$ | 15.99 | | |
$ | 14.41 | |
| Quarter ended September 30, 2025 | |
$ | 15.76 | | |
$ | 13.76 | |
| Quarter ended June 30, 2025 | |
$ | 14.50 | | |
$ | 13.40 | |
| Quarter ended March 31, 2025 | |
$ | 15.86 | | |
$ | 13.83 | |
| Quarter ended December 31, 2024 | |
$ | 15.50 | | |
$ | 13.30 | |
| Quarter ended September 30, 2024 | |
$ | 16.33 | | |
$ | 14.50 | |
| Item
3. |
Identity
and Background of Filing Person. |
| |
(a) |
Name
and Address. The filing person is the subject company. The business address and telephone
number of the Company are set forth under Item 2(a) of this Schedule TO and are incorporated
herein by reference.
The
address of each of the following directors and executive officers is c/o Presidio Property Trust, Inc., 4995 Murphy Canyon Road, Suite
300 San Diego, California 92123, and each such person’s telephone number is (760) 471-8536: Jack K. Heilbron (Chairman and Chief
Executive Officer), Gary M. Katz (Chief Investment Officer), Ed Bentzen (Chief Financial Officer), Jennifer A. Barnes (Director), James
R. Durfey (Director), Steve Hightower (President, Model Homes Division and Director), Tracie Hager (Director).
|
| Item 4. |
Terms
of the Transaction. |
| |
(a) |
Material
Terms. Reference is made to the information set forth under the headings “questions and Answers about the Exchange Offer”,
“The Exchange Offer Summary”, “Risk Factors”, “The Exchange Offer,” “Description of Capital
Stock”, “Certain Provisions of Maryland Law and our Charter and Bylaws” and “Material U.S. Federal Income Tax
Considerations” in the Prospectus, which is incorporated herein by reference. |
| |
(b) |
Purchases.
The Exchange Offer is open to all holders of shares of Series D Preferred Stock who validly tender and do not validly withdraw their
shares in a jurisdiction where the Exchange Offer is permitted. Therefore, any officer, director or affiliate of Presidio who is a holder
of shares of Series D Preferred Stock may participate in the Exchange Offer on the same terms and conditions as all other holders of
Series D Preferred Stock. Reference is made to the information set forth under the heading “The Exchange Offer Summary - Participation
by Directors and Management”, which is incorporated herein by reference.
|
| Item
5. |
Past
Contacts, Transactions, Negotiations and Agreements. |
| |
(e) |
Agreements
Involving the Subject Company’s Securities. Reference is made to the information set forth under the heading “Executive
Compensation” and “Director Compensation” in the Prospectus, which is incorporated herein by reference.
|
| Item 6. |
Purposes
of the Transaction and Plans or Proposals. |
| |
(a) |
Purposes.
Reference is made to the information under the headings “Questions and Answers About the Exchange Offer”, “The Exchange
Offer Summary” and “The Exchange Offer-Purpose of the Exchange Offer” in the Prospectus, which is incorporated herein
by reference.
|
| |
(b) |
Use
of Securities Acquired. The shares of Series D Preferred Stock validly tendered (and not validly withdrawn) and accepted by Presidio
shall restored to the status of authorized but unissued shares of Series D Preferred Stock.
|
| Item
7. |
Source
and Amount of Funds or Other Consideration. |
| |
(a) |
Source
of Funds. Reference is made to the information set forth under the headings “The Exchange Offer Summary” and “The
Exchange Offer—Terms of the Exchange Offer” in the Prospectus, which is incorporated herein by reference.
|
| |
(b) |
Conditions.
Reference is made to the information under the heading “The Exchange Offer—Conditions of the Exchange Offer” in the
Prospectus, which is incorporated herein by reference
|
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|
|
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(d) |
Borrowed
Funds. Not applicable.
|
| Item
8. |
Interest
in Securities of the Subject Company. |
| |
(a) |
Securities
Ownership. Reference is made to the information set forth under the heading “Interests of Directors, Executive Officers and
Others”, which is incorporated herein by reference. |
| |
(b) |
During
the past 60 days, neither the Company nor any of its executive officers, directors, or affiliates,
has effected any transactions in the Series D Preferred Stock.
|
| Item
9. |
Persons/Assets,
Retained, Employed, Compensated or Used. |
| |
(a) |
Solicitations
or recommendations. The information set forth in the sections of the Prospectus titled “The Exchange Offer – Exchange
Agent” and “The Exchange Offer – Information Agent” is incorporated herein by reference. None of the Company,
its Board of Directors, its officers or employees, security registrar and exchange agent, information agent, nor any other person, is
making a recommendation as to whether any holder of Series D Preferred Stock should tender shares of Series D Preferred Stock.
|
| Item
10. |
Financial
Statements. |
| |
(a) |
Financial
Information. The financial information of the Company included in the Prospectus is incorporated by reference herein. |
| |
(b) |
Pro
Forma Information. The pro forma financial information set forth in the section of the Prospectus titled “Unaudited Pro Forma
Financial Information” is incorporated herein by reference. |
| Item
11. |
Additional
Information. |
| |
(a) |
Agreements,
Regulatory Requirements and Legal Proceedings. The information set forth in the Prospectus in the section titled “The Exchange
Offer – Conditions of the Exchange Offer” is incorporated herein by reference. |
| |
(c) |
Other
Material Information. Reference is made to the information set forth in the Prospectus, which is incorporated herein by reference. |
The
Exhibit Index appearing after the signature page hereto is incorporated herein by reference.
| Item
13. |
Information
required by Schedule 13E-3. |
Not
Applicable.
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:
September 2, 2026
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PRESIDIO PROPERTY TRUST, INC. |
| |
|
|
| |
By: |
/s/
Jack K. Heilbron |
| |
Name: |
Jack
K. Heilbron |
| |
Title: |
Chief
Executive Officer |
EXHIBIT
INDEX |
| |
Exhibit
Number |
|
Description |
| |
|
| (a)(4) |
|
Prospectus, dated September 2, 2026 (incorporated by reference to the Registration Statement). |
| |
|
| (h)(i) |
|
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). |
| |
|
|
| 107* |
|
Calculation of Filing Fee Table |
*
Previously filed
