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): July 29, 2020
PRESIDIO PROPERTY TRUST, INC.
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maryland
|
|
000-53673
|
|
33-0841255
|
|
__________
|
|
__________
|
|
__________
|
|
(State or Other Jurisdiction of Incorporation)
|
|
(Commission File No.)
|
|
(I.R.S. Employer
Identification No.)
|
4995 Murphy Canyon Road, Suite 300
San Diego, California 92123
(Address of Principal Executive Offices, Including Zip Code)
____________________
(760) 471-8536
(Registrant’s Telephone Number, Including Area Code)
___________________
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
|
|
None
|
N/A
|
N/A
|
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 29, 2020, Presidio Property Trust, Inc. (the “Company”) filed for record with the State Department of Assessments and Taxation of Maryland:
a.Articles of Amendment to its charter that (i) provided for a 1-for-2 reverse stock split of the issued and outstanding shares of Series A Common Stock, $0.01 par value per share (the “Series A Common Stock”), and (ii) provided for the par value of the Series A Common Stock to be changed from $0.02 par value per share (as a result of the reverse stock split) back to $0.01 par value per share, effective at 5:00 p.m. (EDT) on July 29, 2020; and
b.Articles Supplementary to its charter to reclassify and designate (i) 1,000,000 shares of Series AA Preferred Stock, (ii) 10,000 shares of Series 6.3% Preferred Stock, (iii) 40,000 shares of Series B Preferred Stock, and (iv) 7,950,000 authorized but unissued shares of preferred stock, $0.01 par value per share, of the Company, in each case, as shares of Series C Common Stock, $0.01 par value per share (the “Series C Common Stock”), for a total of 9,000,000 shares of Series C Common Stock, effective at 5:01 p.m. (EDT) on July 29, 2020.
The foregoing descriptions of the Articles of Amendment and the Articles Supplementary do not purport to be complete and are qualified in their entirety by the full text of the Articles Supplementary and the Articles of Amendment attached as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: July 31, 2020
|
|
PRESIDIO PROPERTY TRUST, INC.
|
|
|
|
By: /s/ Ann T. Nguyen
|
|
|
|
Ann T. Nguyen
|
|
|
|
Secretary & General Counsel
|
PRESIDIO PROPERTY TRUST, INC.
ARTICLES OF AMENDMENT
Presidio Property Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation is hereby amended to provide that, immediately upon the Reverse Stock Split Effective Time (as defined below), every two shares of Series A Common Stock, par value $0.01 per share (the “Series A Common Stock”), of the Corporation that were issued and outstanding immediately prior to the Reverse Stock Split Effective Time shall be combined into one issued and outstanding share of Series A Common Stock, par value $0.02 per share. To the extent applicable, fractional shares will be rounded up to the nearest whole share.
SECOND: The amendment to the charter of the Corporation as set forth in Article FIRST above has been duly approved by a majority of the Board of Directors of the Corporation as required by law. The amendment set forth in Article FIRST above is limited to a change expressly authorized by Section 2-309(e) of the Maryland General Corporation Law to be made without action by the stockholders of the Corporation.
THIRD: The charter of the Corporation is hereby amended, effective immediately after the Reverse Stock Split Effective Time, to decrease the par value of the shares of Series A Common Stock of the Corporation issued and outstanding immediately after the Reverse Stock Split Effective Time from $0.02 per share to $0.01 per share.
FOURTH: The amendment to the charter of the Corporation as set forth in Article THIRD above has been duly approved by a majority of the entire Board of Directors of the Corporation as required by law. The amendment set forth in Article THIRD above is limited to a change expressly authorized by Section 2-605(a)(2) of the Maryland General Corporation Law to be made without action by the stockholders of the Corporation.
FIFTH: There has been no increase in the authorized stock of the Corporation effected by the amendments to the charter of the Corporation as set forth above.
SIXTH: These Articles of Amendment shall become effective at 5:00 p.m. on July 29, 2020 (the “Reverse Stock Split Effective Time”).
The undersigned officer acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its President and Chief Executive Officer and attested to by its Secretary on this 29th day of July 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ATTEST:
|
|
PRESIDIO PROPERTY TRUST, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Ann T. Nguyen
|
|
By: /s/ Jack K. Heilbron
|
|
|
|
Ann T. Nguyen
|
|
Jack K. Heilbron
|
|
|
|
Secretary
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PRESIDIO PROPERTY TRUST, INC.
ARTICLES SUPPLEMENTARY
9,000,000 Shares
Series C Common Stock
Presidio Property Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: Under a power contained in Article VI of the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board”), by duly adopted resolutions, reclassified and designated (i) 1,000,000 shares of Series AA Preferred Stock, (ii) 10,000 shares of Series 6.3% Preferred Stock, (iii) 40,000 shares of Series B Preferred Stock, and (iv) 7,950,000 authorized but unissued shares of preferred stock, $0.01 par value per share (“Preferred Stock”), of the Corporation, in each case, as shares of Series C Common Stock, $0.01 par value per share, with the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption, which, upon any restatement of the Charter, shall become part of Article VI of the Charter, with any necessary or appropriate renumbering or relettering of the sections or subsections hereof. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Charter.
Series C Common Stock
Section 1. Designation and Number. A class of common stock, $0.01 par value per share, of the Corporation, designated as “Series C Common Stock” (the “Series C Common Stock”), is hereby established. The total number of authorized shares of Series C Common Stock shall be nine million (9,000,000).
Section 2. Preferences and Rights. Except as set forth in Section 3, the Series C Common Stock shall have identical preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as the Series A Common Stock, $0.01 par value per share, of the Corporation (the “Series A Common Stock”).
Section 3. Voting Rights. Subject to the provisions of Article VII of the Charter and except as may otherwise be specified in the Charter, each outstanding share of Series C Common Stock shall entitle the holder thereof to one vote on each matter submitted to a vote of stockholders. Except as may otherwise be specified in the Charter, and subject to the express terms of any class or series of Preferred Stock, each holder of a share of Series C Common Stock shall vote together (as a single class) with the holders of Series A Common Stock entitled to vote. The holders of Series C Common Stock shall have no right to vote upon the Series A
Conversion Proposal (as defined in the Corporation’s Registration Statement on Form S-11, as amended from time to time, filed with the U.S. Securities and Exchange Commission (File No. 333-220514), including, without limitation, any amendment to the Charter to effect the Series A Conversion Proposal).
Section 4. Application of the Charter. All provisions of the Charter applicable to the Common Stock, including, without limitation, the provisions of Article V, Article VI, Article VII, Article VIII and Article IX, shall apply to the same extent to the Series C Common Stock.
Section 5. Status of Redeemed Shares. Any shares of Series C Common Stock that shall at any time have been redeemed or otherwise acquired by the Corporation shall, after such redemption or acquisition, have the status of authorized but unissued shares of Series C Common Stock.
SECOND: The Series C Common Stock has been classified and designated by the Board under the authority contained in the Charter.
THIRD: These Articles Supplementary have been approved by the Board in the manner and by the vote required by law.
FOURTH: These Articles Supplementary shall become effective at 5:01 p.m. on July 29, 2020.
FIFTH: The undersigned officer acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to be signed in its name and on its behalf by its President and Chief Executive Officer and attested to by its Secretary as of the 29th day of July 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ATTEST:
|
|
PRESIDIO PROPERTY TRUST, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Ann T. Nguyen
|
|
By: /s/ Jack K. Heilbron
|
|
|
|
Ann T. Nguyen
|
|
Jack K. Heilbron
|
|
|
|
Secretary
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|