Form SC TO-T - Tender offer statement by Third Party

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. __)

American Strategic Investment Co.

[text]

(Name of Subject Company (Issuer))

Bellevue Capital Partners, LLC

(Name of Filing Persons (Offerors))

Class A Common Stock, Par Value $0.01 per share

(Title of Class of Securities)

649439205

(CUSIP Number of Class of Securities)

Nicholas S. Schorsch
Managing Member
Bellevue Capital Partners, LLC
222 Bellevue Avenue
Newport, RI 02840
(212) 415-6500

(Name, address and telephone number of person authorized to receive notices

and communications on behalf of filing persons)

With a copy to:

David S. Huntington, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064

(212) 373-3000

☐	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 transactions 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)

SCHEDULE TO

This Tender Offer Statement on Schedule TO (the “Schedule TO”) relates to the offer (the “Offer”) by Bellevue Capital Partners, LLC (“Bellevue”, “we”, “us” or “our”) to purchase for cash up to 350,000 shares (the “shares”) of Class A common stock, par value $0.01 per share (the “common stock”), of American Strategic Investment Co. (the “Company”), the subject company, at a purchase price equal to $10.25 per share (the “Purchase Price”), in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase (as amended or supplemented from time to time, the “Offer to Purchase”) dated September 27, 2023 (the “Offer Date”) and the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively.

The information contained in the Offer to Purchase, including all schedules and annexes thereto, is hereby expressly incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below.

Item 1.

Summary Term Sheet.

Reference is made to the information set forth under “Summary Term Sheet” in the Offer to Purchase, which is incorporated herein by reference.

Item 2.

Subject Company Information.

(a) The name of the subject company and issuer is American Strategic Investment Co. The address and telephone number of the Company is set forth under Item 3.

(b) Reference is made to the information set forth under “Introduction” in the Offer to Purchase, which is incorporated herein by reference.

(c) Reference is made to the information set forth in the Offer to Purchase under Section 7 (“Price Range of Shares; Dividends”), which is incorporated herein by reference.

Item 3.

Identity and Background of Filing Person.

Bellevue is the filing person. The address of its principal executive office is 222 Bellevue Avenue, Newport, RI 02840, and its telephone number is (212) 415-6500. Reference is made to the information set forth in the Offer to Purchase under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), which is incorporated herein by reference.

Item 4.

Terms of the Transaction.

(a) Reference is made to the information set forth in the Offer to Purchase under the following headings, with such information being incorporated herein by reference:

Summary Term Sheet;

Introduction;

Section 1	(“Number of Shares; Proration”);

Section 2	(“Purpose of the Offer; Certain Effects of the Offer”);

Section 3	(“Procedures for Tendering Shares”);

Section 4	(“Withdrawal Rights”);

Section 5	(“Purchase of Shares and Payment of Purchase Price”);

Section 6	(“Conditions of the Offer”);

Section 7	(“Price Range of Shares; Dividends”);

Section 8	(“Source and Amount of Funds”);

Section 9	(“Certain Information Concerning the Company”);

Section 10	(“Certain Information Concerning Us”);

Section 11	(“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”);

Section 12	(“Legal Matters; Regulatory Approvals”);

Section 13	(“Material U.S. Federal Income Tax Consequences”);

Section 14	(“Extension of the Offer; Termination; Amendment”);

Section 15	(“Fees and Expenses; Information Agent; Depositary”); and

Section 16	(“Miscellaneous”).

(b) Reference is made to the information set forth under “Introduction” and under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) in the Offer to Purchase, which is incorporated herein by reference.

Item 5.

Past Contacts, Transactions, Negotiations and Agreements.

Reference is made to the information set forth under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) in the Offer to Purchase, which is incorporated herein by reference.

Item 6.

Purposes of the Transaction and Plans or Proposals.

(a), (b) and (c) Reference is made to the information set forth under “Summary Term Sheet,” under Section 2 (“Purpose of the Offer; Certain Effects of the Offer”) and under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) in the Offer to Purchase, which is incorporated herein by reference.

Item 7.

Source and Amount of Funds or Other Consideration.

(a), (b) and (d) Reference is made to the information set forth under Section 8 (“Source and Amount of Funds”) in the Offer to Purchase, which is incorporated herein by reference.

Item 8.

Interest in Securities of the Subject Company.

(a) and (b) Reference is made to the information set forth under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) in the Offer to Purchase, which is incorporated herein by reference.

Item 9.

Persons/Assets, Retained, Employed, Compensated or Used.

Reference is made to the information set forth under “Summary Term Sheet” and under Section 15 (“Fees and Expenses; Information Agent; Depositary”) in the Offer to Purchase, which is incorporated herein by reference.

Item 10.

Financial Statements.

Not applicable. Pursuant to Instruction 2 to Item 10 of Schedule TO, Bellevue’s financial statements are not considered material because (i) the consideration offered consists solely of cash, (ii) the tender offer is not subject to any financing condition, and (iii) cash requirements will be funded from Bellevue’s available cash. Reference is made to the information set forth in Section 7 (“Source and Amount of Funds or Other Consideration”) in the Offer to Purchase, which is incorporated herein by reference.

Item 11.

Additional Information.

(a)

Reference is made to the information set forth under Section 2 (“Purpose of the Offer; Certain Effects of the Offer”); under Section 10 (“Certain Information Concerning Us”); under Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”); and under Section 12 (“Legal Matters; Regulatory Approvals”) in the Offer to Purchase, which is incorporated herein by reference.

(c)

The information set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed as Exhibits (a)(1) and (a)(2) hereto, as each may be amended or supplemented from time to time, is incorporated herein by reference. The information contained in all of the exhibits referred to in Item 12 below is incorporated herein by reference.

Item 12.

Exhibits.

EXHIBIT NUMBER		DESCRIPTION

(a)(1)*		Offer to Purchase, dated September 27, 2023.

(a)(2)*		Letter of Transmittal.

(a)(3)*		Summary Advertisement.

(a)(4)*		Press Release issued by Bellevue.

(b) – (h)		Not applicable.

107*		Filing Fee Table.

Filed herewith

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 27, 2023

BELLEVUE CAPITAL PARTNERS, LLC


By:	/s/ Nicholas Schorsch
	Name:	Nicholas Schorsch
	Title:	Managing Member

EXHIBIT (a)(1)

Offer to Purchase for Cash
Up to 350,000 Shares of Class A Common Stock of
American Strategic Investment Co.
CUSIP: 649439205

At $10.25 Per Share
By: Bellevue Capital Partners, LLC

The Offer, the proration period and withdrawal rights expire at 11:59 p.m., New York City time, on October 26, 2023, unless the Offer is extended or terminated.

Bellevue Capital Partners, LLC (“Bellevue”, “we”, “us” or “our”) hereby seeks to acquire up to 350,000 shares (the “shares”) of Class A common stock, par value $0.01 per share (the “common stock”), of American Strategic Investment Co. (the “Company”), the subject company, at a purchase price equal to $10.25 per share (the “Purchase Price”), in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in this document (the “Offer to Purchase”) and in the related Letter of Transmittal as each may be supplemented or amended from time to time (which together constitute the “Offer”).

The Company reported 3,548 holders of record owning an aggregate of 2,326,993 shares of common stock outstanding as of August 8, 2023, according to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

Bellevue and its affiliates currently beneficially own 857,354 shares of common stock in the Company, or approximately 36.8% of the common stock outstanding as of August 8, 2023. If we purchase the full 350,000 shares we are offering to purchase in the Offer, those shares would represent approximately 15.0% of the Company’s outstanding shares based on the number of shares outstanding as of August 8, 2023, according to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023. Consummation of the Offer, if all shares sought are tendered, would require payment by Bellevue of approximately $3,587,500 in aggregate purchase price, which we intend to fund out of our existing capital and assets. We expressly reserve the right, in our sole discretion, to change the Purchase Price and to increase or decrease the number of shares sought in the Offer, subject to applicable legal and regulatory requirements. See Section 14.

Holders of shares (the “shareholders”) are urged to consider the following factors:

Shareholders who tender their shares will give up the opportunity to participate in any future benefits from the ownership of shares, including potential future distributions by the Company from property operations or dispositions, and the purchase price per share payable to a tendering shareholder by Bellevue may be less than the total amount which might otherwise be received by the shareholder with respect to its shares.

Bellevue is making the Offer for investment purposes and with the intention of making a profit from the ownership of the shares. In establishing the Purchase Price of $10.25 per share, Bellevue is motivated to establish the lowest price which might be acceptable to shareholders consistent with Bellevue’s objectives.

The Offer to Purchase is not conditioned upon any minimum number of shares being tendered. If more than 350,000 shares are validly tendered and not withdrawn, Bellevue will accept for purchase 350,000 shares from tendering shareholders on a pro rata basis, subject to the terms and conditions herein. A shareholder may tender any or all shares owned by such shareholder.

Bellevue expressly reserves the right, in its sole discretion, at any time and from time to time, (i) to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and the payment for, any shares, subject to the restriction below, (ii) upon the occurrence of any of the conditions specified in Section 6 below and prior to the Expiration Date, to terminate the Offer and not accept for payment any shares, and (iii) to amend the Offer in any respect prior to the Expiration Date. Notice of any such extension, termination or amendment will promptly be disseminated to shareholders in a manner reasonably designed to inform shareholders of such change in compliance with Rule 14d-4(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In the case of an extension of the Offer, such extension will be followed by a press release or public announcement which will be issued no later than 9:00 a.m., Eastern Time, on the next business day after the scheduled Expiration Date, in accordance with Rule 14e-1(d) under the Exchange Act.

Assuming that the conditions to the Offer are satisfied or waived and the Offer is fully subscribed, we would purchase 350,000 shares at a Purchase Price per share of $10.25, representing approximately 15.0% of the Company’s outstanding shares (based on the number of shares outstanding as of August 8, 2023, according to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023).

The Company’s shares are listed and traded on the New York Stock Exchange (“NYSE”) under the trading symbol “NYC.” On September 26, 2023, the last reported sale price of the shares on the NYSE was $6.22 per share, which is below the $10.25 per share Purchase Price for the Offer. Shareholders are urged to obtain current market quotations for the shares before deciding whether to tender their shares.

None of Bellevue, the Information Agent, the Depositary or any of our or their respective affiliates makes any recommendation to you as to whether you should tender or refrain from tendering your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender. In so doing, you should read carefully all of the information in this Offer to Purchase, and in the other Offer materials, including our reasons for making the Offer. See Section 2. You are urged to discuss your decisions with your tax advisor, financial advisor and/or broker.

Neither the SEC nor any state securities commission has approved or disapproved of this transaction or passed upon the merits or fairness of such transaction or passed upon the adequacy or accuracy of the information contained in this Offer to Purchase. Any representation to the contrary is a criminal offense.

If you have questions or need assistance, or you require additional copies of this Offer Purchase, the Letter of Transmittal or other related materials, you should contact the Information Agent at the address and telephone number set forth on the back cover of this Offer to Purchase.

The Information Agent for the Offer is:

Innisfree M&A Incorporated

The date of this Offer to Purchase is September 27, 2023.

IMPORTANT

Questions and requests for assistance may be directed to Innisfree M&A Incorporated, the information agent for the Offer (the “Information Agent”), at the telephone number and address set forth on the back cover of this Offer to Purchase. You may request additional copies of the. Offer materials from the Information Agent at its telephone number and address set forth on the back cover of this Offer to Purchase. Stockholders also may contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

If you want to tender all or some of your shares, you must do one of the following before the Offer expires:

if your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact such nominee and have such nominee tender your shares for you;

if you are an institution participating in The Depository Trust Company, referred to as “Book-Entry Transfer Facility” in this Offer to Purchase, tender your shares according to the procedure for book-entry transfer described in Section 3 of this Offer to Purchase; or

if you hold certificates or book entry shares in your own name, complete and sign a Letter of Transmittal according to its instructions and deliver it, together with any required signature guarantees, the certificates for your shares and any other documents required by the Letter of Transmittal, to the Depositary, at its address shown on the Letter of Transmittal.

Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadline for participation in the Offer. Accordingly, beneficial owners wishing to participate in the Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Offer.

To tender shares properly, other than shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you must properly complete and duly execute the Letter of Transmittal or an agent’s message, and any other documents required by the Letter of Transmittal.

This Offer does not constitute an offer to purchase shares in any jurisdiction in which, or from any person from whom, it is unlawful to make the Offer under applicable securities or blue sky laws. Subject to applicable law, delivery of this Offer to Purchase shall not under any circumstances create any implication that the information contained in or incorporated by reference in this Offer to Purchase is correct as of any time after the date of this Offer to Purchase or that there has been no change in the information included or incorporated by reference herein or in our affairs since the date hereof.

We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your shares in the Offer. We have not authorized any person to give any information or to make any representations in connection with the Offer other than those contained or incorporated by reference in this document or in the related Letter of Transmittal. If anyone makes any recommendation or representation to you or gives you any information, you must not rely on that recommendation, representation or information as having been authorized by us, the Information Agent, the Depositary or any of our or their respective affiliates.

iii

TABLE OF CONTENTS

Page

SUMMARY OF THE TENDER OFFER		1
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS		7
INTRODUCTION		8
THE TENDER OFFER		10
1.	Number of Shares; Price; Proration	10
2.	Purpose of the Offer; Certain Effects of the Offer	10
3.	Procedures for Tendering Shares	12
4.	Withdrawal Rights	14
5.	Purchase of Shares and Payment of Purchase Price	15
6.	Conditions of the Offer	16
7.	Price Range of Shares; Dividends	18
8.	Source and Amount of Funds	19
9.	Certain Information Concerning the Company	19
10.	Certain Information Concerning Us	19
11.	Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares	19
12.	Legal Matters; Regulatory Approvals	21
13.	Material U.S. Federal Income Tax Consequences	21
14.	Extension of the Offer; Termination; Amendment	23
15.	Fees and Expenses; Information Agent; Depositary	24
16.	Miscellaneous	24
SCHEDULE I		25

SUMMARY OF THE TENDER OFFER

We are providing this summary of the Offer for your convenience. It highlights certain material information in this Offer to Purchase, but you should realize that it does not describe all of the details of the Offer to the same extent described elsewhere in this Offer to Purchase. We urge you to read carefully the entire Offer to Purchase and the other Offer materials because they contain the full details of the Offer. We have included references to the sections of this Offer to Purchase where you will find a more complete discussion.

Who is offering to purchase my shares?

The offer to purchase your shares is being made by: Bellevue Capital Partners, LLC, a Delaware limited liability company. Bellevue is an entity that controls New York City Advisors, LLC (the “Advisor”). The Advisor manages the Company’s day-to-day business with the assistance of the Company’s property manager, New York City Properties, LLC (the “Property Manager”). The Advisor and Property Manager are under common control with AR Global Investments, LLC (“AR Global”) and these related parties receive compensation and fees for providing services to the Company. The Company also reimburses these entities for certain expenses they incur in providing these services. See Section 1.

Bellevue currently beneficially owns 857,354 shares of common stock in the Company, or approximately 36.8% of the Company’s outstanding shares as of August 8, 2023. If Bellevue acquires the full 350,000 shares in the Offer, it will beneficially own 51.9% of the Company’s outstanding shares.

What are the classes and amounts of securities sought in the Offer?

We are seeking to purchase up to 350,000 shares of common stock of the Company, or a lower amount depending on the number of shares of common stock properly tendered and not properly withdrawn pursuant to the Offer.

What will be the Purchase Price for the shares?

We are offering to pay $10.25 per share. If you tender your shares to us in the Offer, you will not have to pay brokerage fees or similar expenses.

What will be the form of payment of the Purchase Price?

If your shares are purchased in the Offer, you will be paid the Purchase Price in cash, less any applicable withholding taxes and without interest, for each of your shares that we purchase pursuant to the Offer. On the terms and subject to the conditions of the Offer (including the proration provisions), promptly following the Expiration Date, we will pay the Purchase Price less any applicable withholding taxes and without interest, for each of your shares that we purchase pursuant to the Offer. See Section 5.

How will you pay for the shares?

Assuming an aggregate of 350,000 shares are purchased in the Offer, the aggregate purchase price would be $3,587,500. We intend to pay for the shares and all fees and expenses applicable to the Offer with our available cash. We have sufficient cash on hand to fund the aggregate purchase price of the Offer, including all fees and expenses.

How long do I have to tender my shares?

You may tender your shares until the Expiration Date. The Expiration Date is at 11:59 p.m., New York City time, on October 26, 2023, unless we extend or terminate the Offer. We may choose to extend the Offer for any reason. We cannot assure you that the Offer will be extended or, if extended, for how long. See Section 1 and Section 14. If a broker, dealer, commercial bank, trust company or other nominee holds your shares, it is likely that, for administrative reasons, such nominee has an earlier deadline that must be met for your shares to be tendered by

the Expiration Date. Accordingly, beneficial owners wishing to participate in the Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Offer.

Can the Offer be extended, amended or terminated, and under what circumstances?

We can extend or amend the Offer in our sole discretion, subject to applicable laws. If we extend the Offer, we will delay the acceptance of any shares that have been tendered. We can terminate the Offer under certain circumstances. See Section 6 and Section 14.

How will I be notified if the Company extends the Offer or amends the terms of the Offer?

We will issue a press release no later than 9:00 a.m., New York City time, on the business day after the previously scheduled Expiration Date if we decide to extend the Offer. We will announce any amendment to the Offer by making a public announcement of the amendment. In the event that the terms of the Offer are amended, we will file with the SEC an amendment to our Tender Offer Statement on Schedule TO-T relating to the Offer describing the amendment and disseminate additional Offer materials as determined in accordance with applicable law. See Section 14.

What is the purpose of the Offer?

We are making this Offer because we believe the Company’s shares represents an attractive investment. This structure allows us to purchase a fixed number of shares for one price per share. If completed, the Offer will provide stockholders with an opportunity to obtain liquidity with respect to all or a portion of their shares, without potential disruption to the share price and the usual transaction costs inherent in open market purchases and sales.

Mr. Nicholas S. Schorsch is the sole managing member of Bellevue. Bellevue is an entity that controls the Advisor. Bellevue is the sole member of AR Global, which is the sole member of American Realty Capital III, LLC (“ARC III”). ARC III is the sole member of New York City Special Limited Partnership, LLC, which is the sole member of the Advisor. The Advisor manages the Company’s day-to-day business with the assistance of the Company’s Property Manager. The Advisor and Property Manager are under common control with AR Global and these related parties receive compensation and fees for providing services to the Company.

In connection with the company’s Rights Offering (as defined below) which expired on February 22, 2023, the Company’s board of directors waived the limits contained in the Company’s Rights Plan (as defined below). In addition, the Company’s board of directors waived the existing limit imposed on purchases by Bellevue and its affiliates including future issuances of common stock issued in lieu of the Company paying cash to the Advisor for asset management services. Bellevue, the Advisor and other affiliates or persons related to Bellevue have granted an irrevocable proxy to the Company pursuant to which the Company has the right to vote any shares owned by these persons or entities in excess of 34.9% of the Company’s outstanding shares of common stock in the same proportion as all other shares voted by the Company’s stockholders.

Are there any conditions to the Offer?

Yes. Our obligation to accept and pay for your tendered shares depends on a number of conditions that must be satisfied in our reasonable judgment or waived on or prior to the Expiration Date, including:

No legal action shall have been threatened, instituted or pending that challenges or relates to the Offer or that, in our reasonable judgment, could materially and adversely affect the Company’s business, condition (financial or otherwise), assets, income, operations or prospects or otherwise materially impair the contemplated future conduct of the Company’s business or our ability to purchase shares in the Offer;

No general suspension of trading in, or limitation on prices for, securities on any

national securities exchange or in the over-the-counter markets in the United States or the declaration of a banking moratorium or any suspension of payment in respect of banks in the United States shall have occurred;

No commencement or escalation of war, armed hostilities, or other international or national calamity, including, but not limited to, any outbreak of a pandemic or contagious disease (including the COVID-19 pandemic to the extent that there is any material adverse development related thereto on or after September 26, 2023 that in our reasonable judgment makes it inadvisable for us to proceed with the Offer) or an act of terrorism, directly or indirectly involving the United States shall have occurred on or after September 26, 2023, the last trading day prior to the commencement of the Offer;

No changes in the general political, market, economic or financial conditions in the United States or abroad that, in our reasonable judgment, could materially and adversely affect the Company’s business, condition (financial or otherwise), assets, income, operations or prospects;

No decline shall have occurred in the market price for the Company’s shares or in the Dow Jones Industrial Average, New York Stock Exchange Index, Nasdaq Composite Index or the Standard and Poor’s 500 Composite Index by more than 10% from the close of trading on September 26, 2023, as measured based solely on the last reported closing price for any particular trading day;

No limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or event that could reasonably be expected to materially affect, the extension of credit by banks or other lending institutions in the United States shall have occurred;

No tender or exchange offer for any or all of the Company’s shares, or any merger, acquisition, business combination or other similar transaction with or involving the Company or any of its subsidiaries, shall have been proposed, announced or made by any person or shall have been publicly disclosed since September 26, 2023, and the Company shall not have entered into a definitive agreement or an agreement in principle with any person with respect to a merger, acquisition, business combination or other similar transaction, other than in the ordinary course of business (in each case other than the Offer) since September 26, 2023;

No change in law or in the official interpretation or administration of law, or relevant position or policy of a governmental authority with respect to any laws, applicable to the Offer;

The consummation of the Offer and the purchase of shares will not cause the shares to cease to be listed on the NYSE or cause the shares to be subject to deregistration under the Exchange Act;

No person (including a group) shall have acquired, or proposed to acquire, beneficial ownership of more than 5% of the outstanding shares (other than as publicly disclosed in a filing with the SEC on or before September 26, 2023) nor shall any new group have been formed that beneficially owns more than 5% of the outstanding shares;

No person (including a group) that has publicly disclosed in a filing with the SEC on or before September 26, 2023 that it has beneficial ownership of more than 5%

of the outstanding shares shall have acquired, or publicly announced its proposal to acquire, beneficial ownership of an additional 1% or more of the outstanding shares; and

No person shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement reflecting an intent to acquire the Company or any of its subsidiaries or any of the Company’s assets or securities.

These conditions are described in greater detail in Section 6.

How do I tender my shares?

To tender your shares, prior to 11:59 p.m., New York City time, on October 26, 2023, or any later time and date to which the Offer may be extended:

if your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact such nominee and have such nominee tender your shares for you;

if you are an institution participating in The Depository Trust Company, referred to as “DTC” or the “Book-Entry Transfer Facility,” tender your shares according to the procedure for book-entry transfer described in Section 3; or

if you hold certificates or book entry shares in your own name, complete and sign a Letter of Transmittal according to its instructions and deliver it, together with any required signature guarantees, the certificates for your shares and any other documents required by the Letter of Transmittal, to the Depositary at its address shown on the Letter of Transmittal.

How will the Offer affect the number of record holders?

If any of our stockholders who hold shares in their own name as holders of record or who are “registered holders” as participants in DTC’s system whose names appear on a security position listing, tender their shares in full and that tender is accepted in full, then the number of our record holders would be reduced. See Section 2.

Can I change my mind after I have tendered shares in the Offer, but before the Expiration Date?

Yes. You may withdraw any shares you have tendered at any time before the Expiration Date, which will occur at 11:59 p.m., New York City time, on October 26, 2023, unless we extend or terminate the Offer.

If you hold interests in shares through a broker, you must follow the broker’s procedures described in instructions that you will receive, which may include an earlier deadline for notifying the broker of your desire to withdraw your shares.

How do I withdraw shares I previously tendered?

You must deliver on a timely basis a written notice of your withdrawal to the Depositary at the address appearing on the back cover of this Offer to Purchase. Your notice of withdrawal must specify your name, the number of shares to be withdrawn and the name of the registered holder of such shares. Additional requirements will

apply if the certificates for shares to be withdrawn have been delivered to the Depositary or if your shares have been tendered under the procedure for book-entry transfer set forth in Section 3. See Section 4.

Has the Company or its board of directors adopted a position on the Offer?

None of the Company, the Company’s board of directors, the Information Agent, the Depositary or any of their respective affiliates has made any recommendation to you as to whether you should tender or refrain from tendering your shares.

We cannot predict how our common stock will trade after expiration of the Offer, and it is possible that our common stock price will trade above the Purchase Price after expiration of the Offer. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender. In doing so, you should read carefully all of the information in, or incorporated by reference in, this Offer to Purchase, in the related Letter of Transmittal and in the other Offer materials. You are urged to discuss these matters with your own tax advisor, financial advisor and/or broker.

When and how will Bellevue pay for the shares I tender?

Promptly after the Expiration Date, we will pay the Purchase Price, less any applicable withholding taxes and without interest, for the shares we purchase. We will announce the preliminary results of the Offer, including preliminary information about any expected proration, on the business day following the Expiration Date. We expect that we will announce the final proration factor and pay the Purchase Price for any shares purchased pursuant to the Offer promptly after the Expiration Date, after we have determined the number of shares properly tendered and not properly withdrawn. We will pay for the shares accepted for purchase by depositing the aggregate Purchase Price with the Depositary promptly after the Expiration Date. The Depositary will transmit to you the payment for all of your shares accepted for payment. See Section 5.

What is a recent market price for the shares?

On September 26, 2023, the last trading day prior to the commencement by the Company of the Offer, the closing price of the shares on the NYSE was $6.22 per share, which is below the $10.25 per share Purchase Price for the Offer. You are urged to obtain current market quotations for the shares before deciding whether to tender your shares. See Section 8.

Will I have to pay brokerage fees and commissions if I tender my shares?

If you are a holder of record of your shares and you tender your shares directly to the Depositary, you will not incur any brokerage fees or commissions. If you hold your shares through a broker, dealer, commercial bank, trust company or other nominee and such nominee tenders shares on your behalf, such nominee may charge you a fee for doing so. We urge you to consult your broker or other nominee to determine whether any charges will apply. See Sections 5 and 15.

What are the U.S. federal income tax consequences if I tender my shares?

The receipt of cash for your tendered shares generally will be treated for U.S. federal income tax purposes as consideration received in a sale or exchange of the tendered shares. If you are a U.S. Holder (as defined in Section 13), generally, you will be subject to U.S. federal income taxation upon the receipt of cash in exchange for the shares that you tender. See Section 13 for additional information.

If you are a Non-U.S. Holder (as defined in Section 13), if the receipt of cash by you received in the sale or exchange is not effectively connected with your conduct of a trade or business in the United States, you generally will not be subject to U.S. federal income taxation on the receipt of such cash, subject to certain exceptions. See Section 13.

We recommend that you consult your own tax advisor regarding the particular tax consequences to you of tendering shares for cash pursuant to the Offer, including the applicability and effect of any U.S. state or local tax laws or other non-U.S. tax laws. See Section 13.

Will I have to pay stock transfer tax if I tender my shares?

Except as otherwise provided herein and in the Letter of Transmittal, if you instruct the Depositary in the Letter of Transmittal to make the payment for the tendered shares to the registered holder, you will generally not be required to pay any stock transfer taxes on our purchase of the shares pursuant to the Offer. See Section 5.

To whom can I talk if I have questions?

The Information Agent can help answer your questions. The Information Agent for the Offer is Innisfree M&A Incorporated Please call 877-750-0537, Monday through Friday, from 10:00 a.m. to 4:00 p.m., New York City time.

Innisfree M&A Incorporated

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022

Banks and Brokers Call: 212-750-5833
All Others Call Toll Free: 877-750-0537

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Offer to Purchase and the documents incorporated by reference into this Offer to Purchase contain certain forward-looking statements. These statements generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should,” or similar expressions. Forward-looking statements speak only as of the date they are made and, as a result. are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Offer to Purchase or the other Offer documents delivered to you or filed by us. You should carefully consider these and other uncertainties described in the Offer to Purchase and the other Offer documents that have been or will be delivered to you or filed by us with the SEC. You are cautioned not to place undue reliance on any such forward-looking statements. We do not give any assurance that we will achieve our expectations. The inclusion of any statement in the Offer to Purchase or any other Offer documents delivered to you or filed by us does not constitute an admission by us or any other person that the events or circumstances described in such statement are material.

You should read this Offer to Purchase and the documents that we reference in this Offer to Purchase and have filed as exhibits to the Tender Offer Statement on Schedule TO filed with the SEC, of which this Offer to Purchase is a part, completely and with the understanding that actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by each of these cautionary statements.

INTRODUCTION

To the Holders of shares of common stock of the Company:

We invite the stockholders of the Company to tender their shares of the common stock of the Company. Upon the terms and subject to the conditions of this Offer to Purchase and the related Letter of Transmittal, Bellevue is offering to purchase up to 350,000 shares of common stock in the aggregate, at a Purchase Price of $10.25 per share, less any applicable withholding taxes and without interest.

The Offer will expire at 11:59 p.m., New York City time, on October 26, 2023 (such date and time, as the same may be extended, the “Expiration Date”), unless extended or terminated. We may, in our sole discretion, extend the period of time in which the Offer will remain open. We may also terminate the Offer under certain circumstances. See Section 6 and Section 14. Upon the terms and subject to the conditions of this Offer to Purchase, including the provisions relating to proration described in this Offer to Purchase, we have determined a single Purchase Price that we will pay for shares properly tendered and not properly withdrawn from the Offer.

Upon the terms and subject to the conditions of this Offer to Purchase, including the provisions relating to proration provisions described in this Offer to Purchase, we will purchase all shares properly tendered at the Purchase Price and not properly withdrawn. Shares not purchased in the Offer will be returned to the tendering stockholders at our expense promptly after the expiration of the Offer. See Section 1.

If completed, the Offer will provide stockholders with an opportunity to obtain liquidity with respect to all or a portion of their shares, without potential disruption to the share price and the usual transaction costs inherent in open market purchases and sales.

None of Bellevue, the Information Agent, the Depositary or any of our or their affiliates made, any recommendation to you as to whether you should tender or refrain from tendering your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender. In so doing, you should read carefully all of the information in, or incorporated by reference in, this Offer to Purchase, the related Letter of Transmittal and the other Offer materials, including our reasons for making the Offer. See Section 2. You are urged to discuss these matters with your own tax advisor, financial advisor and/or broker.

We expressly reserve the right, in our sole discretion, to change the Purchase Price and to increase or decrease the number of shares sought in the Offer, subject to applicable legal and regulatory requirements. See Section 14.

If the conditions to the Offer have been satisfied or waived and up to 350,000 shares have been properly tendered at a Purchase Price of $10.25 per share and not properly withdrawn prior to the Expiration Date, we will buy all shares properly tendered at the Purchase Price and not properly withdrawn.

If the conditions to the Offer have been satisfied or waived and more than 350,000 shares have been properly tendered at a Purchase Price of $10.25 and not properly withdrawn prior to the Expiration Date, we will buy shares on a pro rata basis, with appropriate adjustment to avoid purchases of fractional shares, from all stockholders who properly tender shares at the Purchase Price.

Therefore, it is possible that we will not purchase all of the shares tendered pursuant to the Offer. See Sections 1 and 5, respectively, for additional information concerning priority and proration procedures.

We will pay the Purchase Price, less any applicable withholding taxes and without interest, for all shares purchased. Tendering stockholders who hold shares registered in their own name and who tender their shares directly to the Depositary will not be obligated to pay brokerage commissions, solicitation fees or, except as otherwise provided in Section 5 and the Letter of Transmittal, stock transfer taxes on our purchase of shares pursuant to the Offer. Stockholders holding shares through brokers, dealers, commercial banks, trust companies or other nominees are urged to consult such nominees to determine whether transaction costs apply. Also, any

tendering stockholder or other payee who fails to complete, sign and deliver the Internal Revenue Service (“IRS”) Form W-9 included with the Letter of Transmittal (or such other IRS form as may be applicable) may be subject to U.S. federal backup withholding on the gross proceeds paid to the payee pursuant to the Offer, unless such payee establishes that such payee is within the class of persons that is exempt from backup withholding. See Section 3. Also see Section 13 for a discussion of certain U.S. federal income tax consequences of the Offer.

As of August 8, 2023, the Company had 2,326,993 shares of our common stock issued and outstanding. The shares are listed and traded on the NYSE. On September 26, 2023, the last trading day prior to the commencement by the Company of the Offer, the last reported sale price of the shares on the NYSE was $6.22 per share. Stockholders are urged to obtain current market quotations for the shares before deciding whether to tender their shares. See Section 8.

THE TENDER OFFER

1.	Number of Shares; Price; Proration

General. Upon the terms and subject to the conditions of the Offer, we hereby offer to purchase for cash up to 350,000 shares of the Company’s common stock properly tendered and not properly withdrawn in accordance with Section 4 before the Expiration Date of the Offer, at a Purchase Price of $10.25 per share, less any applicable withholding taxes and without interest. See Section 14 for a description of our right to extend, delay, terminate or amend the Offer. We also expressly reserve the right, in our sole discretion, to change the Purchase Price and to increase or decrease the number of shares sought in the Offer, subject to applicable legal and regulatory requirements.

If the conditions to the Offer have been satisfied or waived and up to 350,000 shares having an aggregate purchase price of approximately $3,587,500 are properly tendered and not properly withdrawn prior to the Expiration Date, we will buy all shares properly tendered at the Purchase Price and not properly withdrawn. If the Offer is oversubscribed as described below, shares tendered will be subject to proration. The proration period and withdrawal rights expire on the Expiration Date.

For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

All shares tendered and not purchased pursuant to the Offer, including shares not purchased because they were tendered at a price greater than the Purchase Price or because of the proration provision, will be returned to the tendering stockholders or, in the case of shares delivered by book- entry transfer, credited to the account at the Book-Entry Transfer Facility from which the transfer had previously been made, at our expense promptly following the Expiration Date.

Priority of Purchases. Upon the terms and subject to the conditions of the Offer, we will purchase at the Purchase Price properly tendered shares not properly withdrawn on a pro rata basis, with appropriate adjustments to avoid purchases of fractional shares. Therefore, it is possible that we will not purchase any or all of the shares that a holder tenders in the Offer.

Proration. If proration of tendered shares is required, we will determine the proration factor promptly following the Expiration Date. Proration for each stockholder tendering shares will be based on the ratio of the number of shares properly tendered at the Purchase Price and not properly withdrawn by such stockholder to the total number of shares properly tendered at the Purchase Price and not properly withdrawn by all stockholders. The preliminary results of any proration will be announced by press release promptly after the Expiration Date. We expect that we will announce the final proration factor and pay the Purchase Price for any shares purchased pursuant to the Offer promptly after the Expiration Date, after we have determined the number of shares properly tendered and not properly withdrawn. Stockholders may obtain preliminary proration information from the Information Agent and may be able to obtain such information from their brokers.

This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of shares and will be furnished to brokers, dealers, commercial banks, trust companies and other nominees whose names, or the names of whose nominees, appear on our stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares.

2.	Purpose of the Offer; Certain Effects of the Offer

Purpose of the Offer. We are making this Offer because we believe the Company’s shares represent an attractive investment. This structure allows us to purchase a fixed number of shares for one price per share. If completed, the Offer will provide stockholders with an opportunity to obtain liquidity with respect to all or a portion of their shares, without potential disruption to the share price and the usual transaction costs inherent in open market purchases and sales.

None of Bellevue, the Information Agent, the Depositary or any of our or their respective affiliates makes any recommendation as to whether you should tender or not tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender. We recommend you consult your own financial and tax advisors, and carefully read and evaluate the information in this Offer to Purchase and in the related Letter of Transmittal, before taking any action with respect to the Offer.

Certain Effects of the Offer. As of August 8, 2023, we had 2,326,993 shares of common stock outstanding. Assuming that the conditions to the Offer are satisfied or waived and the Offer is fully subscribed, we would purchase 350,000 shares at a Purchase Price per share of $10.25, representing approximately 15.0% of the Company’s outstanding shares (based on the number of shares outstanding as of August 8, 2023, according to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023). Stockholders may be able to sell non-tendered shares in the future on the NYSE or otherwise, at a net price higher than the Purchase Price. We can give no assurance as to the price at which a stockholder may be able to sell such shares in the future.

The Offer will reduce the Company’s “public float,” which is the number of shares owned by non-affiliate stockholders and available for trading in the securities markets, and is likely to reduce the number of our stockholders. These reductions may reduce the volume of trading in our shares and may result in lower stock prices and reduced liquidity in the trading of our shares following completion of the Offer. In addition, the Offer will increase the proportional ownership of our officers and directors who are not participating in the Offer and any other stockholders who do not participate or participate only in part in the Offer.

Based on the published guidelines of the NYSE and the conditions of the Offer, we do not believe that our purchase of shares pursuant to the Offer will result in the delisting from the NYSE of the remaining shares. The shares are registered under the Exchange Act, which requires, among other things, that the Company furnish certain information to its stockholders and the SEC and comply with the SEC’s proxy rules in connection with meetings of the Company’s stockholders. We have reasonably determined that the consummation of the Offer will not cause the Company’s shares to be delisted from the NYSE or eligible for deregistration under the Exchange Act.

Except as otherwise disclosed or incorporated by reference in this Offer to Purchase, neither the Company nor Bellevue currently have any plans, proposals or negotiations underway that relate to or would result in:

any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;

any purchase, sale or transfer of a material amount of the Company’s or any of its subsidiaries’ assets;

any material change in the Company’s present dividend rate or policy, or its indebtedness or capitalization;

any change in the Company’s present board of directors or management, including but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the Company’s board of directors or to change any material term of the employment contract of any executive officer;

any other material change in the Company’s corporate structure or business;

any class of the Company’s equity securities ceasing to be authorized to be quoted on the NYSE;

the termination of registration under Section 12(b) of the Exchange Act of any class of the Company’s equity securities;

the suspension of the Company’s obligation to file reports under Section 15(d) of the Exchange Act;

the acquisition or disposition by any person of additional securities of the Company, or the disposition of the Company’s securities, other than pursuant to the Company’s share repurchase program or

issuances or grants of, or purchases pursuant to, equity awards granted to directors, officers and employees (including employees of companies that may be acquired by the Company); or

any changes in the Company’s charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of the Company.

While neither we nor the Company has any definitive plans or proposals regarding any of the foregoing as of the date of this Offer to Purchase (except as in the documents incorporated by reference herein or as disclosed in this Offer to Purchase, including this Section 2), the Company’s management continually assesses and reassesses possible acquisitions, divestitures, joint ventures, restructurings, and other extraordinary corporate transactions and other matters. Notwithstanding the foregoing, the Company reserve the right to change its plans and intentions at any time, as the Company deems appropriate, subject to its obligation to update this Offer to Purchase to reflect material changes in the information contained herein. Stockholders tendering shares in the Offer may run the risk of foregoing the benefit of any appreciation in the market price of the shares resulting from such potential future events.

3.	Procedures for Tendering Shares

Proper Tender of Shares. For shares to be tendered properly pursuant to the Offer, the certificates for the shares or confirmation of receipt of the shares under the procedure for book- entry transfer set forth below, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or an Agent’s Message (as defined below) in the case of a book-entry transfer, and any other documents required by the Letter of Transmittal, in each case, must be received by the Depositary at its address set forth on the back cover page of this document prior to 11:59 p.m., New York City time, on the Expiration Date.

Notwithstanding any other provisions hereof, payment for shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of certificates for such shares (or a timely confirmation of a book-entry transfer of such shares into the Depositary’s account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees, or an Agent’s Message in connection with book-entry delivery, and any other documents required by the Letter of Transmittal.

Stockholders who hold shares through brokers, dealers, commercial banks, trust companies or other nominees are urged to consult their brokers, dealers, commercial banks, trust companies or other nominees as it is likely that — for administrative reasons — such nominees have an earlier deadline for you to act to instruct them to accept the Offer on your behalf so that they can meet the above requirements on a timely basis. In addition, you may wish to determine whether transaction costs are applicable if you tender shares through a broker, dealer, commercial bank, trust company or other nominee.

Book-Entry Delivery. The Depositary has established an account with respect to the shares at The Depository Trust Company (referred to as “DTC” or the “Book-Entry Transfer Facility”) for purposes of the Offer, and any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make delivery of shares by causing the Book-Entry Transfer Facility to transfer such shares into the Depositary’s account in accordance with the procedures of the Book-Entry Transfer Facility. However, although delivery of shares may be effected through book-entry transfer, a properly completed and duly executed Letter of Transmittal together with any required signature guarantees or an Agent’s Message and any other required documents must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase by 11:59 p.m., New York City time, on the Expiration Date. Delivery of the Letter of Transmittal and any other required documents to the Company, the Information Agent or Book-Entry Transfer Facility does not constitute delivery to the Depositary.

The term “Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of the book-entry confirmation, stating that the Book-Entry Transfer Facility has received an express acknowledgment from the participant tendering shares through the Book-Entry

Transfer Facility that the participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce that agreement against that participant.

Method of Delivery. The method of delivery of all documents, including share certificates, is at the election and risk of the tendering stockholder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. Shares will be deemed delivered only when actually received by the Depositary (including in the case of a book-entry transfer, by book-entry confirmation). In all cases, sufficient time should be allowed to ensure timely delivery.

Signature Guarantees. Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loans associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program (an “Eligible Institution”). No signature guarantee is required if either: (a) the Letter of Transmittal is signed by the registered holder of the shares exactly as the name of the registered holder appears on the certificate(s) for the shares tendered with this Letter of Transmittal or (b) in the case of book-entry shares, on the records of the Depositary, and payment and delivery are to be made directly to such registered holder and such registered holder has not completed the box entitled “Special Payment Instructions.” If a share certificate is registered in the name of a person other than the person executing a Letter of Transmittal, or if payment is to be made to a person other than the registered holder, then the share certificate must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered holder appears on the certificate, with the signature guaranteed by an Eligible Institution.

U.S. Federal Backup Withholding. To prevent the potential imposition of U.S. federal backup withholding (currently, at a rate of 24%) on the gross proceeds payable to a tendering beneficial owner pursuant to the Offer, prior to receiving such payments, each beneficial owner must submit to the Depositary (or other applicable withholding agent) a correct, properly completed and executed IRS Form W-9 (“Form W-9”) in the case of a U.S. Holder (as defined in Section 13), or IRS Form W-8BEN or IRS Form W-8BEN-E (“Form W-8BEN”), IRS Form W-8IMY (“Form W-8IMY”), IRS Form W-8ECI (“Form W-8ECI”), or other applicable IRS Form W-8 in the case of a Non-U.S. Holder (as defined in Section 13), or otherwise establish an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a credit against the beneficial owner’s U.S. federal income tax liability, if any, and may entitle the beneficial owner to a refund, so long as the required information is timely furnished to the IRS. Stockholders are urged to consult their own tax advisors regarding the application of backup withholding in their particular circumstances and the availability of, and procedure for obtaining, an exemption from backup withholding.

Non-U.S. Holders are urged to consult their own tax advisors regarding the particular tax consequences to them of selling shares pursuant to the Offer.

Tender Constitutes an Agreement. The tender of shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance of the terms and conditions of the Offer and an agreement between the tendering stockholder and us upon the terms and subject to the conditions of the Offer, which agreement will be governed by, and construed in accordance with the laws of the State of New York. In addition, the tender of shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s representation and warranty to us that: (1) the stockholder has a “net long position” in the shares or equivalent securities at least equal to the shares tendered within the meaning of Rule 14e-4 promulgated by the SEC under the Exchange Act; (2) the tender of shares complies with Rule 14e-4 under the Exchange Act; (3) the tendered shares are not currently subject to any contractual or other restriction; and (4) the stockholder has the full power and authority to tender and assign the shares tendered, as specified in the Letter of Transmittal.

It is a violation of Rule 14e-4 under the Exchange Act for a person, directly or indirectly, to tender shares for his or her own account unless the person so tendering (i) has a net long position equal to or greater than the number of (x) shares tendered or (y) other securities immediately convertible into, or exercisable or exchangeable for, the number of shares tendered and will acquire such shares for tender by conversion, exercise or exchange of such other securities and (ii) will cause such shares to be delivered in accordance with the terms of the Offer. Rule 14e-4 under the Exchange Act provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person.

Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. We will determine all questions as to the Purchase Price, the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of shares. We reserve the right to reject any or all tenders of shares determined by us not to be in proper form, or the acceptance of which or payment for which may, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defect or irregularity in any tender of particular shares (without waiving such defect or irregularity with respect to any other shares). No tender of shares will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as we shall determine. None of Bellevue, the Information Agent, the Depositary, any of our or their respective affiliates or any other person is or will be under any duty to give notification of any defect or irregularity in tenders or incur any liability for failure to give any such notification.

Return of Unpurchased Shares. If any properly tendered shares are not purchased pursuant to the Offer or are properly withdrawn before the Expiration Date, or if less than all shares evidenced by a stockholder’s certificates are tendered, certificates for unpurchased shares will be returned promptly after the expiration or termination of the Offer or the proper withdrawal of the shares, as applicable, or, in the case of shares properly tendered by book-entry transfer at the Book-Entry Transfer Facility, the shares will be credited to the appropriate account maintained by the tendering stockholder at the Book-Entry Transfer Facility, in each case without expense to the stockholder.

Lost, Stolen, Destroyed or Mutilated Certificates. Stockholders whose certificate or certificates for part or all of their shares that have been lost, stolen, destroyed or mutilated may contact Computershare Trust Company, N.A., as Transfer Agent for our shares, at toll-free (866) 524-0719. The replacement certificate will then be required to be submitted together with the Letter of Transmittal in order to receive payment for shares that are tendered and accepted for payment. A bond may be required to be posted by the stockholder to secure against the risk that the certificate or certificates may be subsequently recirculated. Stockholders are urged to contact the Transfer Agent immediately in order to permit timely processing of this documentation and to determine if the posting of a bond is required.

Certificates for shares, together with a properly completed and duly executed Letter of Transmittal or facsimile thereof, or an Agent’s Message, and any other documents required by the Letter of Transmittal, must be delivered to the Depositary and not to us, the Company or Information Agent. Any such documents delivered to us, the Company or Information Agent will not be deemed to be properly tendered.

4.	Withdrawal Rights

Tenders of shares made pursuant to the Offer may be withdrawn at any time prior to the Expiration Date. If we extend the period of time during which the Offer is open, are delayed in accepting for payment or paying for shares or are unable to accept for payment or pay for shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may, on our behalf, retain all shares tendered, and such shares may not be withdrawn except as otherwise provided in this Section 4.

For a withdrawal to be effective, a written or emailed transmission notice of withdrawal must:

be timely received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase; and

specify the name of the person who tendered the shares to be withdrawn, the number of shares to be withdrawn and the name of the registered holder of the shares, if different from that of the person who tendered such shares.

If the shares to be withdrawn have been delivered to the Depositary, a signed notice of withdrawal with signatures guaranteed by an Eligible Institution (except in the case of shares tendered by an Eligible Institution) must be submitted prior to the release of such shares. In addition, such notice must specify, in the case of shares tendered by delivery of certificates, the name of the registered holder (if different from that of the tendering stockholder) and the serial numbers shown on the particular certificates evidencing the shares to be withdrawn or, in

the case of shares tendered by book-entry transfer, the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn shares.

Withdrawals may not be rescinded, and shares withdrawn will thereafter be deemed not properly tendered for purposes of the Offer. However, withdrawn shares may be retendered by following one of the procedures described in Section 3 at any time prior to the Expiration Date.

We will determine all questions as to the form and validity (including time of receipt) of any notice of withdrawal. We also reserve the right to waive any defect or irregularity in the withdrawal of shares by any stockholder. None of Bellevue, the Information Agent, the Depositary, any of our or their respective affiliates or any other person will be under any duty to give notification of any defect or irregularity in any notice of withdrawal or incur any liability for failure to give any such notification.

5.	Purchase of Shares and Payment of Purchase Price

On the terms and subject to the conditions of the Offer, promptly following the Expiration Date, we will accept for payment and pay an aggregate Purchase Price of up to $3,587,500 (or such greater amount as we may elect to purchase, subject to applicable law) for shares that are properly tendered at prices at the Purchase Price and not properly withdrawn prior to the Expiration Date. For purposes of the Offer, we will be deemed to have accepted for payment, subject to the proration provisions of the Offer, shares that are properly tendered at the Purchase Price and not properly withdrawn, only when, as and if we give oral or written notice to the Depositary of our acceptance of the shares for payment pursuant to the Offer.

Upon the terms and subject to the conditions of the Offer, we will accept for payment, and pay the Purchase Price per share for, all of the shares accepted for payment pursuant to the Offer promptly after the Expiration Date. In all cases, payment for shares tendered and accepted for payment pursuant to the Offer will be made promptly, taking into account any time necessary to determine any proration, but only after timely receipt by the Depositary of (1) certificates for shares, or a timely book-entry confirmation of the deposit of shares into the Depositary’s account at DTC, (2) a validly completed and duly executed Letter of Transmittal including any required signature guarantees, or, in the case of a book- entry transfer, an Agent’s Message, and (3) any other required documents.

For purposes of the Offer, we will be deemed to have accepted for payment and therefore purchased shares that are properly tendered at the Purchase Price and not properly withdrawn, subject to the proration provisions of the Offer, only when, as and if we give oral or written notice to the Depositary of our acceptance of the shares for payment pursuant to the Offer.

We will pay for shares purchased under the Offer by depositing the aggregate purchase price for such shares with the Depositary, which will act as agent for the purpose of receiving payment from us and transmitting payment to the tendering stockholders. See the Letter of Transmittal. Under no circumstances will interest on the Purchase Price be paid by us regardless of any delay in making such payment.

In the event of proration, we will determine the proration factor and pay for those tendered shares accepted for payment promptly after the Expiration Date. The preliminary results of any proration will be announced by press release promptly after the Expiration Date. Certificates for all shares tendered and not purchased, including all shares not purchased due to proration, will be returned to the tendering stockholder, or, in the case of shares tendered by book-entry transfer, will be credited to the account maintained with the Book-Entry Transfer Facility by the participant therein who so delivered the shares, at our expense, promptly after the Expiration Date or termination of the Offer. In addition, if certain events occur, we may not be obligated to purchase shares under the Offer. See Section 6.

Except as otherwise provided in this Section 5 and the Letter of Transmittal, we will pay all stock transfer taxes, if any, payable on the transfer to us of shares purchased pursuant to the Offer. If, however, payment of proceeds in respect of any shares purchased is to be made to, or shares not tendered or not purchased are to be returned in the name of, any person other than the registered holder(s), or if tendered shares are registered in the name of any person other than the person(s) signing the Letter of Transmittal, the amount of all stock transfer taxes,

if any (whether imposed on the registered holder(s), such other person or otherwise), payable on account of the transfer to such other person will be the responsibility of the stockholder and satisfactory evidence of the payment of the stock transfer taxes, or exemption therefrom, may be required prior to such payment. See the Letter of Transmittal.

Any tendering stockholder or other payee who fails to properly complete, execute and deliver a Form W-9 (included with the Letter of Transmittal) or an applicable Form W-8 may be subject to U.S. federal backup withholding on the gross proceeds paid pursuant to the Offer. See Section 3 and Section 13.

6.	Conditions of the Offer

Notwithstanding any other provision of the Offer, we will not be required to accept for payment or pay for any shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, and the payment for, shares tendered, subject to the requirements of the Exchange Act for prompt payment for or return of shares, if at any time on or after the date of this Offer to Purchase and before the Expiration Date any of the following events shall have occurred or are reasonably determined by us or the Company to have occurred, that, in our reasonable judgment and regardless of the circumstances giving rise to such event (other than any action or omission to act by us or our affiliates), makes it inadvisable to proceed with the Offer or with acceptance for payment or payment:

there shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly (i) challenges the making of the Offer or the acquisition of some or all of the shares pursuant to the Offer or otherwise relates in any manner to the Offer or (ii) in our reasonable judgment, could materially and adversely affect the Company’s and its subsidiaries’ business, condition (financial or otherwise), assets, income, operations or prospects, taken as a whole, or otherwise materially impairs in any way the contemplated future conduct of the business of us and our subsidiaries, taken as a whole, or materially impairs our ability to purchase the shares in the Offer;

there shall have been any action threatened, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or us or any of our subsidiaries, by any court or any authority, agency or tribunal that, in our reasonable judgment, would or is reasonably likely to directly or indirectly (i) make the acceptance for payment of, or payment for, some or all of the shares illegal or otherwise restricts or prohibits completion of the Offer, (ii) delay or restrict our ability, or render us unable, to accept for payment or pay for some or all of the shares or (iii) materially and adversely affect e Company’s and its subsidiaries’ business, condition (financial or otherwise), assets, income, operations or prospects, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of the Company and its subsidiaries;

there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) on or after September 26, 2023, the last trading day prior to the commencement of the Offer, the commencement or escalation of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, including, but not limited to, any outbreak of a pandemic or contagious disease (including the COVID-19 pandemic, to the extent that there is any material adverse development related thereto on or after September 26, 2023 which in our reasonable judgment makes it inadvisable for us to proceed with the Offer) or an act of terrorism, (iv) any change in the general political, market, economic or financial conditions in the United States or abroad that could, in our reasonable judgment, have a material adverse effect on the Company and its subsidiaries’ business, condition (financial or otherwise), assets, income, operations or prospects, taken as a whole, or (v) in the case of any of the foregoing existing at the time of the commencement of the Offer, a material acceleration or worsening thereof;

there shall have been a decrease of more than 10% in the market price for the Company’s shares or in the Dow Jones Industrial Average, the New York Stock Exchange Index, the Nasdaq Composite Index or the Standard and Poor’s 500 Composite Index measured from the close of trading on September 26, 2023, as measured based solely on the last reported closing price for any particular trading day;

there shall have occurred any limitation, whether or not mandatory, by any governmental, regulatory or administrative agency or authority on, or any event that could reasonably be expected to materially affect, the extension of credit by banks or other lending institutions in the United States;

a tender or exchange offer for any or all of the shares, or any merger, acquisition, business combination or other similar transaction with or involving the Company or any of its subsidiaries, has been proposed, announced or made by any person or has been publicly disclosed or the Company has entered into a definitive agreement or an agreement in principle with any person with respect to a merger, acquisition, business combination or other similar transaction since September 26, 2023, other than in the ordinary course of business (in each case other than the Offer);

there shall not have occurred any change in law or in the official interpretation or administration of law, or relevant position or policy of a governmental authority with respect to any laws, applicable to the Offer;

the consummation of the Offer and the purchase of shares will cause the shares to cease to be traded on or listed on the NYSE or otherwise cause the shares to be deregistered under the Exchange Act;

a person or “group” (as that term is used in Section 13(d)(3) of the Exchange Act) has acquired or proposes to acquire beneficial ownership of more than 5% of the outstanding shares, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than as and to the extent disclosed in a Schedule 13D or Schedule 13G filed with the SEC on or before September 26, 2023);

a person or group who has filed a Schedule 13D or Schedule 13G with the SEC on or before September 26, 2023, has acquired or proposes to acquire, whether through the acquisition of stock, the formation of a group, the grant of any option or right, or otherwise (other than solely as a result of the Offer made hereby), beneficial ownership of an additional 1% or more of the outstanding shares; or

a person or group has filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, reflecting an intent to acquire the Company or any of its shares, or has made a public announcement reflecting an intent to acquire the Company or any of its subsidiaries or any of the Company’s or their respective assets or securities.

If any of the conditions referred to above is not satisfied, we may:

terminate the Offer and return all tendered shares to the tendering stockholders;

extend the Offer and, subject to withdrawal rights as set forth in Section 4, retain all of the tendered shares until the expiration of the Offer as so extended;

waive the condition and, subject to any requirement to extend the period of time during which the Offer is open, purchase all of the shares properly tendered and not properly withdrawn prior to the Expiration Date; or

delay acceptance for payment or payment for shares, subject to applicable law, until satisfaction or waiver of the conditions to the Offer.

Each of the conditions referred to above is for our sole benefit and may be asserted or waived by us, in whole or in part, prior to the Expiration Date. Any determination by us concerning the satisfaction of the conditions

described above will be final and binding on all parties, except as finally determined in a subsequent judicial proceeding if our determinations are challenged by stockholders. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time prior to the Expiration Date; provided that, notwithstanding the foregoing, in the event that one or more of the events described above occurs, we will promptly notify securityholders of our determination as to whether we will waive or modify the applicable condition(s) and continue the Offer or terminate the Offer. However, once the Offer has expired, then all of the conditions to the Offer must have been satisfied or waived. In certain circumstances, if we waive any of the conditions described above or otherwise elect to proceed with the Offer despite any such conditions not being satisfied, then we may be required to extend the Offer.

Our right to terminate or amend the Offer or to postpone the acceptance for payment of, or the purchase of and the payment for, shares tendered if any of the above listed events occur (or shall have been reasonably determined by us to have occurred) at any time at or prior to the Expiration Date shall not be affected by any subsequent event, regardless of whether such subsequent event otherwise would have resulted in the event having been “cured” or ceasing to exist.

7.	Price Range of Shares; Dividends

The Company’s shares are listed and traded on the NYSE under the trading symbol “NYC” The following table sets forth, for each of the periods indicated, the intra-day high and low sales prices of the shares as reported on the NYSE.

	Market Price				Dividends
	High		Low
2021
First Quarter	$	10.37	$	7.67	$	0.10
Second Quarter		14.80		8.11		0.10
Third Quarter		14.25		7.88		0.10
Fourth Quarter		11.88		5.79		0.10
2022
First Quarter	$	13.75	$	9.72	$	0.10
Second Quarter		13.63		5.00		0.10
Third Quarter		5.44		2.73		—
Fourth Quarter		3.74		1.70		—
2023
First Quarter		15.70		1.58		—
Second Quarter		14.75		6.70		—
Third Quarter (through September 26, 2023)	$	9.48	$	6.20	$	—

On September 26, 2023, the last trading day prior to the commencement by the Company of the Offer, the last reported sale price of the shares on the NYSE was $6.22 per share. We urge stockholders to obtain current market quotations for the shares before deciding whether to tender their shares.

Any dividend payment must be approved by the Company’s board of directors. In determining whether to pay any dividend, the Company’s board of directors may consider the Company’s earnings, financial condition, capital resources and capital requirements, alternative uses of capital, restrictions imposed by any existing debt, economic conditions and other factors considered relevant by the Company’s board of directors. As a result of the Offer, the Company may, among other things, have less flexibility in relation to future dividends and share repurchases.

Through the six months ended June 30, 2022 and for the year ended December 31, 2021, the Company paid dividends to common stockholders in the amount of $0.10 per share on a quarterly basis, payable to holders of record on a single quarterly record date. On July 1, 2022, the Company announced that it suspended paying dividends and has not declared or paid dividends, beginning with the quarter ended June 30, 2022.

8.	Source and Amount of Funds

Assuming the Offer is fully subscribed, we expect that the aggregate cost of the purchases, including all fees and expenses related to the Offer, will be approximately $3,837,500 million. The Company intends to fund the Offer with cash on hand.

9.	Certain Information Concerning the Company

General Information About the Company. American Strategic Investment Co. owns a portfolio of high-quality commercial real estate located within the five boroughs of New York City. The Company’s principal office is located at 650 Fifth Avenue, 30^th Floor, New York, New York 10019, and its telephone number is (212) 415-6500. Its internet address is www.americanstrategicinvestment.com. Unless expressly stated otherwise, the information contained on the Company’s website or connected to the Company’s website is not incorporated by reference into this Offer to Purchase and should not be considered part of this Offer to Purchase.

Additional Information About the Company. The Company is subject to the information requirements of the Exchange Act, and in accordance therewith files periodic reports, proxy statements and other information relating to its business, financial condition and other matters. The Company is required to disclose in such proxy statements certain information, as of particular dates, concerning its directors and executive officers, their compensation, the principal holders of its securities and any material interest of such persons in transactions with the Company. Such material and other information may be viewed on the SEC’s website, www.sec.gov.

10.

Certain Information Concerning Us

General Information About Us. Bellevue Capital Partners, LLC is a Delaware limited liability company that controls the Advisor. The Advisor manages the Company’s day-to-day business with the assistance of the Property Manager. The Advisor and Property Manager are under common control with AR Global and these related parties receive compensation and fees for providing services to the Company. The Company also reimburses these entities for certain expenses they incur in providing these services. See Sections 1 and 11. Our business address is 222 Bellevue Avenue, Newport, RI 02840 and our telephone number is (212) 415-6500.

11.

Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares

As of August 8, 2023, the Company had 2,326,993 shares of common stock outstanding. Bellevue and its affiliates currently beneficially own 857,354 shares of common stock in the Company, or approximately 36.8% of the Company’s outstanding shares as of August 8, 2023. If Bellevue acquires the full 350,000 shares in the Offer, it will beneficially own 51.9% of the Company’s outstanding shares.

Bellevue Capital Partners, LLC is a Delaware limited liability company that controls the Advisor. The Advisor manages the Company’s day-to-day business with the assistance of the Property Manager. The Advisor and Property Manager are under common control with AR Global and these related parties receive compensation and fees for providing services to the Company. The Company also reimburses these entities for certain expenses they incur in providing these services.

Michael R. Anderson, the Company’s chief executive officer, also has served as the general counsel of AR Global and Bellevue since 2020. Joseph Marnikovic, the Company’s chief financial officer, also has served as the chief financial officer of AR Global and Bellevue since 2019.

Amendment to Rights Agreement and Waiver Agreement

On February 4, 2022, the Company’s board of directors granted (i) a waiver from the Aggregate Share Ownership Limit, as defined and contained in Section 5.7 of the Company’s charter, to permit each of Bellevue, the Advisor, entities controlled by Bellevue, Edward M. Weil. Jr., who is an officer of the Advisor and a holder of a non-controlling interest in Bellevue, and their respective affiliates and certain other entities and individuals who would be treated as Beneficially Owning or Constructively Owning (each as defined in the Charter) shares held by either or both of Bellevue and the Advisor, including Mr. Weil, to Beneficially Own or Constructively Own Shares in an amount up to 20% of the outstanding shares (subject to certain constraints for each such entity and individual on the total actual ownership of shares by such entities and individuals), to the extent and on the terms set forth in each ownership limit waiver agreement (collectively, the “Charter Ownership Limit Waiver Agreements”); and (ii) a waiver from the provisions contained in Section 1.1 of the Amended and Restated Rights Agreement, dated August 17, 2020 (as amended by Amendment No. 1 dated August 12, 2021, the “Rights Plan”), to permit each party to the Charter Ownership Limit Waiver Agreements to Beneficially Own (as defined in the Rights Plan) shares to the maximum extent allowed by the Charter Ownership Limit Waiver Agreements without being deemed an “Acquiring Person” under Section 1.1 of the Rights Plan, subject to the terms set forth in the rights plan waiver agreement (the “Rights Plan Waiver Agreement,” and together with the Charter Ownership Limit Waiver Agreements, the “Waiver Agreements”).

On August 10, 2022, the Company (1) amended the Charter Ownership Limit Waiver Agreements to (i) immediately increase the Excepted Holder Limit (as defined therein) to 21% and (ii) increase the Expected Holder Limit to up to 25% upon conditions precedent being satisfied to increase the Excepted Holder Limit to up to 25% (the “Charter Waiver Agreement Amendments”), and (2) amended the Rights Plan Waiver Agreement to implement corresponding changes. Concurrent with these amendments, the Company’s board of directors reduced the Aggregate Share Ownership Limit to 6% for all stockholders of the Company that are not otherwise Bellevue, the Advisor, their respective affiliates or persons who would be treated as Beneficially Owning or Constructively Owning shares of the Company’s common stock held by either or both of Bellevue and the Advisor (the “Excluded Persons”). The terms and conditions of the Charter Ownership Limit Waiver Agreements entered into with each of these entities or individuals are the same except for the actual number of shares the entities or individuals may own or acquire. All other terms and conditions contained in the Company’s charter will otherwise continue to apply to the shares that the entities or individuals may own or acquire.

On February 22, 2023, the Company completed a non-transferable rights offering (the “Rights Offering”), in which the Company raised aggregate gross proceeds of approximately $5.0 million. The Company issued the 386,100 shares of common stock subscribed for in the Rights Offering on February 27, 2023.

In connection with the Rights Offering which expired on February 22, 2023, the Company’s board of directors waived the limits contained in the Company’s Rights Plan. In addition, the Company’s board of directors waived the existing limit imposed on purchases by Bellevue and its affiliates including future issuances of common stock issued in lieu of the Company paying cash to the Advisor for asset management services. Bellevue, the Advisor and other affiliates or persons related to Bellevue have granted an irrevocable proxy to the Company pursuant to which the Company has the right to vote any shares owned by these persons or entities in excess of 34.9% of the Company’s outstanding shares of common stock in the same proportion as all other shares voted by the Company’s stockholders.

Transactions with Executive Officers, Directors and Other Related Persons

For more information regarding the Company’s related party transactions, please see the Company’s definitive proxy statement on Schedule 14A, filed with the SEC on April 18, 2023.

Recent Securities Transactions

Based on our records and on information provided to us, neither the Company, nor any of its affiliates, directors or executive officers have effected any transactions involving shares of the Company’s common stock during the 60 days prior to the date of this Offer to Purchase, except as otherwise set forth in this Offer to Purchase.

Company Arrangements Concerning the Shares

For more information regarding the Company’s equity incentive plans, director and executive officer compensation arrangements and related matters, please see the Company’s definitive proxy statement on Schedule 14A, filed with the SEC on April 18, 2023.

12.

Legal Matters; Regulatory Approvals

We are not aware of the applicability of any antitrust laws or any license or regulatory permit that appears material to the Company’s business that might be adversely affected by our acquisition of the shares as contemplated by the Offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for our acquisition or ownership of the shares as contemplated by the Offer. Should any such approval or other action be required, we presently contemplate that we will seek that approval or other action. We are unable to predict whether we will be required to delay the acceptance for payment of or payment for shares tendered pursuant to the Offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to our business and financial condition.

13.

Material U.S. Federal Income Tax Consequences

The following discussion is a general summary of certain material U.S. federal income tax consequences to tendering U.S. Holders and Non-U.S. Holders (each as defined below) of a sale of shares pursuant to the Offer. The Offer will have no U.S. federal income tax consequences to beneficial owners that do not tender any shares in the Offer. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the applicable Treasury Regulations promulgated thereunder, published rulings and administrative pronouncements of the IRS and applicable judicial decisions, all as in effect as of the date hereof and all of which are subject to change or differing interpretations, possibly on a retroactive basis. Any such change or differing interpretation may cause the U.S. federal income tax consequences to vary substantially from those described below. The Company has not requested and will not request a ruling from the IRS with respect to any of the U.S. federal income tax consequences described below or any part of the Offer. The IRS may disagree with and challenge any of the conclusions reached herein, and a court may sustain such position.

This discussion addresses only beneficial owners who hold their shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment) and does not address all U.S. federal income tax consequences that may be relevant to beneficial owners in light of their particular circumstances or to beneficial owners subject to special rules under the U.S. federal income tax laws (such as, for example, dealers or brokers in securities or commodities, traders in securities who elect to apply a mark- to-market method of accounting, U.S. Holders whose “functional currency” is not the U.S. dollar, banks or other financial institutions, insurance companies, tax-exempt organizations, pension plans, regulated investment companies or real estate investment trusts, controlled foreign corporations, passive foreign investment companies, former citizens or residents of the United States, U.S. expatriates, partnerships or other pass-through entities for U.S. federal income tax purposes (or investors therein), persons who hold shares as part of a hedge, appreciated financial position, straddle, conversion or other risk reduction or integrated transaction, persons for whom the sale of shares pursuant to the Offer would constitute a “wash sale” for U.S. federal income tax purposes, persons who hold or received their shares pursuant to the exercise of any employee stock options or otherwise as compensation or through a tax-qualified retirement plan, persons who hold (or that held, directly, indirectly or constructively, at any time during the five-year period ending on the date of the sale of their shares pursuant to the Offer) 5% or more of the Company’s common stock, and persons required to accelerate the recognition of any item of income with respect to their shares as a result of such item being recognized on an applicable financial statement). This discussion does not address the effect of any state, local or non-U.S. tax laws, or any U.S. federal tax considerations other than those pertaining to the income tax (e.g., estate or gift tax), that may be applicable to beneficial owners of shares, nor does it address any aspects of the unearned income Medicare contribution tax under Section 1411 of the Code, the Foreign Account Tax Compliance Act of 2010 (including the Treasury Regulations promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith and any laws, regulations or practices adopted in connection with any such agreement) or the alternative minimum tax.

Beneficial owners are urged to consult their own tax advisors regarding the tax consequences of a sale of shares pursuant to the Offer, including the applicability and effect of any state, local and non-U.S. tax laws.

As used herein, a “U.S. Holder” means a beneficial owner of shares that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (iv) a trust (A) the administration of which is subject to primary supervision of a court within the United States and with respect to which one or more United States persons, as defined under Section 7701(a)(30) of the Code, have the authority to control all substantial decisions of the trust, or (B) that has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person. As used herein, a “Non-U.S. Holder” means a beneficial owner of shares that is neither a U.S. Holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

The U.S. federal income tax treatment of a person that is treated as a partner in an entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds shares generally will depend on the status of the partner and the activities of the partnership. Partners tendering shares of Company stock and persons holding beneficial interests in shares of Company stock through a partnership are urged to consult their own tax advisors regarding the U.S. federal income and other tax consequences of a sale of shares pursuant to the Offer.

Certain Material U.S. Federal Income Tax Consequences of the Offer to Tendering U.S. Holders

The sale of shares by a U.S. Holder pursuant to the Offer will generally be treated as a sale or exchange for U.S. federal income tax purposes. A U.S. Holder will recognize gain or loss on the receipt of cash in exchange for shares pursuant to the Offer equal to the difference between the amount of cash received and the adjusted tax basis of the shares sold. A U.S. Holder must calculate gain or loss separately for each block of shares (generally, shares acquired at the same cost in a single transaction) sold pursuant to the Offer. The gain or loss will be capital gain or loss and generally will be long-term capital gain or loss if the holding period for such shares is more than one year as of the date of the sale. The ability to deduct capital losses is subject to limitations.

Certain Material U.S. Federal Income Tax Consequences of the Offer to Tendering Non-U.S. Holders

Any gain recognized by such Non-U.S. Holder on the sale of shares pursuant to the Offer generally will not be subject to U.S. federal income tax unless (i) such gain is “effectively connected” with a trade or business carried on by the Non-U.S. Holder within the United States (and, if required pursuant to an applicable income tax treaty, is attributable to a permanent establishment of the Non-U.S. Holder within the United States) or (ii) the Non-U.S. Holder is an individual who is physically present in the United States for 183 days or more during the taxable year of the sale and certain other conditions are met. If the gain is described in clause (i) above, the gain generally will be subject to U.S. federal income tax on a net income basis, in the same manner as if the Non-U.S. Holder were a resident of the United States. A Non-U.S. Holder that is a corporation may be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) with respect to any effectively connected earnings and profits (subject to certain adjustments). A Non-U.S. Holder described in clause (ii) above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the gain derived from the sale, which may be offset by certain U.S. source capital losses, even though the Non-U.S. Holder is not considered a resident of the United States.

Non-U.S. Holders are urged to consult their own tax advisors regarding the particular tax consequences to them of selling shares in the Offer.

Information Reporting and Backup Withholding

Payments of proceeds pursuant to the Offer will generally be subject to information reporting. In addition, as described in Section 3 above, U.S. federal backup withholding (currently at a rate of 24%) may apply to payments of gross proceeds paid to a U.S. Holder pursuant to the Offer unless the U.S. Holder delivers to the applicable withholding agent a properly completed and executed Form W-9 or otherwise establishes an exemption. Certain

persons (including corporations) are not subject to these backup withholding rules. Backup withholding generally will not apply to payments of gross proceeds in the Offer to a Non-U.S. Holder if the Non-U.S. Holder submits a properly completed, applicable IRS Form W-8, signed under penalties of perjury, attesting to such holder’s non-U.S. status and otherwise complies with the backup withholding rules. Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules may be credited against the holder’s U.S. federal income tax liability and may entitle the holder to a refund of any excess amounts withheld, provided that the required information is timely furnished to the IRS. See Section 3 for additional information.

The preceding discussion is intended for general information only and is not a complete analysis or discussion of all potential tax effects that may be important to particular beneficial owners. Each beneficial owner is urged to consult such beneficial owner’s own tax advisor to determine its particular tax consequences of selling shares in the Offer in light of such beneficial owner’s particular circumstances, including the applicability and effect of any state, local and non-U.S. tax laws.

14.

Extension of the Offer; Termination; Amendment

We expressly reserve the right, in our sole discretion, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 7 shall have occurred or shall be deemed by us to have occurred, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any shares by giving oral or written notice of such extension to the Depositary and making a public announcement of such extension. We also expressly reserve the right to terminate the Offer and not accept for payment or pay for any shares not theretofore accepted for payment or paid for or, subject to applicable law and regulation, to postpone payment for shares upon the occurrence of any of the conditions specified in Section 7 hereof by giving oral or written notice of such termination or postponement to the Depositary and making a public announcement of such termination or postponement. Our reservation of the right to delay payment for shares which we have accepted for payment is limited by Exchange Act Rule 14e-1(c), which requires that we must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of the Offer.

Subject to compliance with applicable law and regulation, we further reserve the right, in our sole discretion, and regardless of whether any of the events set forth in Section 7 shall have occurred or shall be deemed by us to have occurred, to amend the Offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the Offer to holders of shares or by decreasing or increasing the number of shares being sought in the Offer. Amendments to the Offer may be made at any time and from time to time effected by public announcement, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Date. Any public announcement made pursuant to the Offer will be disseminated promptly to stockholders in a manner reasonably designed to inform stockholders of such change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law and regulation, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release through a newswire service.

If we materially change the terms of the Offer or the information concerning the Offer, we will extend the Offer to the extent required by Rules 14d-4(c), 14d-6(d) and 14e-1 under the Exchange Act. The rules and certain related releases and interpretations of the SEC provide that the minimum period during which a tender offer must remain open following material changes in the terms of the tender offer or information concerning the tender offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of such terms or information. As a general matter, if we materially change the terms of the Offer or the information concerning the Offer (other than a change in price or a change in percentage of securities sought), including the waiver of a material condition, we are required to extend the Offer, if necessary, so that the Offer remains open for at least five business days following such change. If (1) we increase or decrease the price to be paid for shares or increase or decrease the aggregate number of shares being sought in the Offer and (2) the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that such notice of an increase or decrease is first published, sent or given to stockholders in the manner specified in this Section 14, the Offer will be extended until the expiration of such period of ten business days.

15.

Fees and Expenses; Information Agent; Depositary

We have retained Innisfree M&A Incorporated to act as Information Agent and Computershare Trust Company, N.A. to act as Depositary in connection with the Offer. The Information Agent may contact holders of shares by mail, e-mail, telephone and in person and may request brokers, dealers, commercial banks, trust companies and other nominee stockholders to forward materials relating to the Offer to beneficial owners. The Information Agent and the Depositary will each receive reasonable and customary compensation for their respective services, will be reimbursed by us for specified reasonable out-of-pocket expenses and will be indemnified against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws.

We will not pay any fees or commissions to brokers or dealers (other than fees to the Information Agent as described above) for soliciting tenders of shares pursuant to the Offer or for making any recommendation in connection with the Offer. Stockholders holding shares through brokers, dealers, commercial banks, trust companies or other nominees are urged to consult such nominees to determine whether transaction costs are applicable if stockholders tender shares through such nominees and not directly to the Depositary. We will, however, upon request, reimburse brokers, dealers, commercial banks, trust companies and other nominees for customary mailing and handling expenses incurred by them in forwarding the Offer and related materials to the beneficial owners of shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank, trust company or other nominee has been authorized to act as the agent of us, the Information Agent or the Depositary for purposes of the Offer. We will pay or cause to be paid all stock transfer taxes, if any, on our purchase of shares except as otherwise provided in this document and the Letter of Transmittal.

16.

Miscellaneous

In making the Offer, we are not aware of any U.S. State where the making of the Offer is not in compliance with applicable law. If, however, we become aware that the making of the Offer or the acceptance of shares pursuant to the Offer is not permitted by administrative or judicial action pursuant to a U.S. State statute (“State Law”), we will make a good faith effort to comply with such applicable State Law. If, after such good faith effort, we cannot comply with the applicable State Law, the Offer will not be made to the holders of shares in that U.S. State. In any U.S. State where the securities or Blue Sky laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on our behalf by one or more registered brokers or dealers licensed under the laws of such U.S. State. We have filed with the SEC a Tender Offer Statement on Schedule TO, which contains additional information with respect to the Offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 10 with respect to information concerning us.

We have not made any recommendation as to whether you should tender or refrain from tendering your shares in the Offer. We have not authorized any person to make any recommendation on our behalf as to whether you should tender or refrain from tendering your shares in the Offer. We have not authorized any person to give any information or to make any representations in connection with the Offer other than those contained in this document or documents incorporated by reference or in the related Letter of Transmittal. If given or made, any recommendation or any such information or representations must not be relied upon as having been authorized by us, the Information Agent, the Depositary or any of our or their respective affiliates.

Bellevue Capital Partners, LLC

September 27, 2023

SCHEDULE I

BELLEVUE AND ITS CONTROLLING PERSONS

The purchaser is Bellevue Capital Partners, LLC, a Delaware limited liability company. The address of Bellevue is 222 Bellevue Avenue, Newport, RI 02840 (telephone number: (212) 415-6500).

Mr. Nicholas S. Schorsch is the sole managing member of Bellevue. Bellevue is an entity that controls the Advisor. Bellevue is the sole member of AR Global, which is the sole member of ARC III. ARC III is the sole member of New York City Special Limited Partnership, LLC, which is the sole member of the Advisor. The Advisor manages the Company’s day-to-day business with the assistance of the Company’s Property Manager. The Advisor and Property Manager are under common control with AR Global and these related parties receive compensation and fees for providing services to the Company.

In connection with the company’s Rights Offering which expired on February 22, 2023, the Company’s board of directors waived the limits contained in the Company’s Rights Plan. In addition, the Company’s board of directors waived the existing limit imposed on purchases by Bellevue and its affiliates including future issuances of common stock issued in lieu of the Company paying cash to the Advisor for asset management services. Bellevue, the Advisor and other affiliates or persons related to Bellevue have granted an irrevocable proxy to the Company pursuant to which the Company has the right to vote any shares owned by these persons or entities in excess of 34.9% of the Company’s outstanding shares of common stock in the same proportion as all other shares voted by the Company’s stockholders.

The Letter of Transmittal and certificates for shares and any other required documents should be sent or delivered by each stockholder or such stockholder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below.

The Depositary for the Offer is:

Computershare Trust Company, N.A.

BY MAIL		BY OVERNIGHT DELIVERY
Computershare		Computershare
C/O Voluntary Corporate Actions		C/O Voluntary Corporate Actions
P.O. Box 43011		Suite V
Providence, RI 02940-3011		150 Royall Street
		Canton, MA 02021

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.

Questions or requests for assistance may be directed to the Information Agent at its telephone number and address set forth below. Requests for additional copies of this Offer to Purchase, the related Letter of Transmittal or the other Offer materials may be directed to the Information Agent at the telephone number and address set forth below. Stockholders also may contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. To confirm delivery of shares, stockholders are directed to contact the Depositary.

The Information Agent for the Offer is:

Innisfree M&A Incorporated

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022

Banks and Brokers Call: 212-750-5833
All Others Call Toll Free: 877-750-0537

EXHIBIT (a)(2)

LETTER OF TRANSMITTAL

To Tender Shares of Class A Common Stock

of
American Strategic Investment Co.
Pursuant to the Offer to Purchase dated September 27, 2023

Bellevue Capital Partners, LLC

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK TIME, ON
OCTOBER 26, 2023, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

Method of delivery of the certificate(s) is at the option and risk of the owner thereof. See Instruction 2.

Mail this Letter of Transmittal, or a copy, together with the certificate(s) (if any) representing your shares, to:

The Depositary:

By Mail:		By Overnight Courier:

Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011		Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, MA 02021

Pursuant to the Offer to Purchase dated September 27, 2023 by Bellevue Capital Partners, LLC, the undersigned encloses herewith and tenders and surrenders the following certificate(s) representing shares of Class A common stock of American Strategic Investment Co. (the “Company” and “Company Shares”, respectively).

Name(s) and Address of Registered Holder(s) If there is any error in the name or address shown below, please make the necessary corrections	DESCRIPTION OF SHARES TENDERED (Please fill in. Attach separate schedule if needed)
	Certificated Shares**			Book-Entry Shares Tendered⁺
	Certificate Number(s)*	Total Number of Company Shares Represented by Certificate(s)*	Certificate Number(s)*	Book-Entry Shares Tendered⁺






	Total Shares
	* Need not be completed by shareholders holding shares in book-entry. ** Unless otherwise indicated, it will be assumed that all shares represented by certificates described above are being surrendered hereby. ⁺ Need not be completed by shareholders who are delivering shares held in “street” name by book-entry transfer to an account maintained by the Depositary at The Depository Trust Company.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL. IF APPLICABLE TO YOU, MAKE SURE YOU COMPLETE THE IRS FORM W-9 INCLUDED HEREIN OR THE APPROPRIATE IRS FORM W-8, AS APPLICABLE, TO PREVENT U.S. FEDERAL BACKUP WITHHOLDING TAX, IN EACH CASE, ON ANY PAYMENT PAYABLE TO YOU PURSUANT TO THE OFFER.

PLEASE REFER TO THE TAX INFORMATION PORTAL (THE “TAX PORTAL”), WHICH WILL BE A DEDICATED WEBSITE FOR REGISTERED SHAREHOLDERS AND BROKERS TO OBTAIN AND COMPLETE THE DECLARATION FORM (OR, IN THE CASE OF BROKERS, TO SEND TO BENEFICIAL HOLDERS OF COMPANY SHARES), REVIEW OFFER MATERIALS AND SUBMIT A VALID TAX CERTIFICATE AND OTHER SUPPORTING DOCUMENTS, IN ORDER TO RECEIVE PAYMENT FOR VALIDLY TENDERED COMPANY SHARES. YOU WILL NOT RECEIVE THE PAYMENT FOR YOUR SHARES UNTIL THE REQUIRED DECLARATION FORM AND RELATED DOCUMENTS ARE COMPLETED.

SUBJECT TO APPLICABLE LAW, THE OFFER IS NOT BEING MADE TO (NOR WILL TENDER OF SHARES BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING OR THE ACCEPTANCE OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.

Shareholders of the Company must complete this Letter of Transmittal (i) if certificates evidencing Company Shares are to be forwarded with this letter, or (ii) unless an Agent’s Message (as defined in Section 3 of the Offer to Purchase, as referred to below) is utilized, if delivery of Company Shares is to be made by book-entry transfer to an account maintained by Computershare Trust Company, N.A., as depositary (the “Depositary”) at The Depository Trust Company (the “Book-Entry Transfer Facility” or “DTC”). For the avoidance of doubt, shareholders holding Company Shares that are held in “street” name should not complete a Letter of Transmittal and this Letter of Transmittal is being provided to such shareholders for information only. Delivery of documents to DTC or any other party does not constitute delivery to the Depositary.

VOLUNTARY CORPORATE ACTION; COY NCRI

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

☐

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH DTC AND COMPLETE THE FOLLOWING (ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution:

DTC Participant Number:

Transaction Code Number:


☐		CHECK HERE IF YOU DO NOT HAVE A “PERSONAL INTEREST” IN THE ACCEPTANCE OF THE OFFER.

☐		CHECK HERE IF YOU HAVE A “PERSONAL INTEREST” IN THE ACCEPTANCE OF THE OFFER.

If you marked this box, please describe the basis for your “personal interest”.

IMPORTANT: This Letter of Transmittal properly completed and duly executed (together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message) and certificates or confirmation of book-entry transfer or a properly completed and duly executed Notice of Guaranteed Delivery and all other required documents must be received by the Depositary prior to 11:59 p.m., New York City time, on the Expiration Date. Delivery of this Letter of Transmittal to an address other than as set forth above, will not constitute a valid delivery.

VOLUNTARY CORPORATE ACTION; COY NCRI

Ladies and Gentlemen:

The undersigned hereby tenders to American Strategic Investment Co. (the “Purchaser”) the above-described shares of Class A common stock, par value $0.01 per share of American Strategic Investment Co. (“Company” and “Company Shares”, respectively), pursuant to the Purchaser’s offer to purchase up to 350,000 outstanding Company Shares, not already held by the Purchaser, at $10.25 per Company Share, to the seller in cash, less any required withholding taxes and without interest, upon the terms of, and subject to the conditions to, the Offer to Purchase, dated September 27, 2023 (the “Offer to Purchase”) and this Letter of Transmittal (which, as they may be amended, supplemented or otherwise modified from time to time together constitute the “offer”), receipt of which is hereby acknowledged.

Upon the terms of, and subject to the conditions to, the offer (and if the offer is extended or amended, the terms of any such extension or amendment), and subject to, and effective upon, acceptance for payment of Company Shares validly tendered herewith, in accordance with the terms of the offer, the undersigned hereby sells, assigns and transfers to or upon the order of the Purchaser all right, title and interest in and to, and any and all claims in respect of or arising or having arisen as a result of the undersigned’s status as a holder of, all Company Shares that are being tendered hereby (and any and all non-cash dividends, distributions, rights, other Company Shares or other securities issued or issuable in respect thereof on or after September 27, 2023 (collectively, “Distributions”)) and irrevocably appoints the Purchaser the true and lawful agent and attorney-in-fact of the undersigned with respect to the tendered Company Shares (and all Distributions), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (1) deliver certificates evidencing the tendered Company Shares (and all Distributions), or transfer ownership of the tendered Company Shares (and all Distributions) on the account books maintained by The Depository Trust Company, together, in either case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Purchaser, (2) present the tendered Company Shares (and all Distributions) for transfer on the books of the Company, and (3) receive all benefits and otherwise exercise all rights of beneficial ownership of the tendered Company Shares (and all Distributions), all in accordance with the terms of the offer.

By executing this Letter of Transmittal, the undersigned hereby irrevocably appoints the designees of the Purchaser as the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to the full extent of the undersigned’s rights with respect to the Company Shares tendered and any Distributions. This proxy and power of attorney is coupled with an interest in the tendered Company Shares, is irrevocable and is granted in consideration of, and is effective upon, the acceptance for payment of the tendered Shares by the Purchaser in accordance with other terms of the offer. Acceptance for payment will revoke all other proxies and powers of attorney granted by the undersigned at any time with respect to the tendered Company Shares (and all Company Shares and other securities issued in Distributions in respect of the tendered Company Shares), and no subsequent proxies, powers of attorney, consents or revocations may be given by the undersigned with respect thereto (and if given will not be deemed effective). The undersigned understands that, in order for Company Shares or Distributions to be deemed validly tendered, immediately upon the Purchaser’s acceptance of the tendered Shares for payment, the Purchaser must be able to exercise all rights, including voting rights, with respect to the tendered Shares (and any and all Distributions), including, without limitation, voting as they, in their sole discretion, may deem proper at any annual or special meeting of Company’s shareholders or any adjournment or postponement of any such meeting, by written consent in lieu of any meeting or otherwise.

VOLUNTARY CORPORATE ACTION; COY NCRI

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer Company Shares tendered hereby and all Distributions, that when the tendered Company Shares are accepted for payment by the Purchaser, the Purchaser will acquire good, marketable and unencumbered title to such Company Shares and Distributions, free and clear of all liens, restriction, charges and encumbrances, and that none of the tendered Company Shares and Distributions will be subject to any adverse claim. The undersigned hereby represents and warrants that the undersigned is the registered owner of the Company Shares, or the certificate(s) evidencing such Company Shares have been endorsed to the undersigned in blank. The undersigned, upon request, will execute and deliver all additional documents deemed by the Depositary or the Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the tendered Company Shares and all Distributions. In addition, the undersigned will remit and transfer promptly to the Depositary for the account of the Purchaser all Distributions in respect of Shares tendered hereby, accompanied by appropriate documentation of transfer, and until receipt of transfer or appropriate assurance of receipt and transfer, the Purchaser will be entitled to all rights and privileges as owner of each such Distribution and may withhold the entire Offer Price of the tendered Company Shares, or deduct from the Offer Price, the amount or value of that Distribution as determined by the Purchaser in its sole discretion.

It is understood that the undersigned will not receive payment for the Company Shares unless and until the Company Shares are accepted for payment and until the certificate(s) evidencing such Company Shares (if any) owned by the undersigned are received by the Depositary at the address set forth above, together with such additional documents as the Depositary may require, or, in the case of Company Shares held in “street” name book-entry form, ownership of Company Shares is validly transferred on the account books maintained by DTC, and until the same are processed for payment by the Depositary.

IT IS UNDERSTOOD THAT THE METHOD OF DELIVERY OF THE COMPANY SHARES, THE SHARE CERTIFICATE(S) (IF ANY) AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE UNDERSIGNED AND THAT THE RISK OF LOSS OF SUCH COMPANY SHARES, SHARE CERTIFICATE(S) AND OTHER DOCUMENTS SHALL PASS ONLY AFTER THE DEPOSITARY HAS ACTUALLY RECEIVED THE COMPANY SHARES OR SHARE CERTIFICATE(S) (IF ANY) (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER OF COMPANY SHARES HELD IN “STREET” NAME, BY BOOK-ENTRY CONFIRMATION (AS DEFINED BELOW)). IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT ALL SUCH DOCUMENTS BE SENT BY PROPERLY INSURED REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. DELIVERY WILL BE DEEMED EFFECTIVE AND RISK OF LOSS AND TITLE WILL PASS FROM THE OWNER ONLY WHEN RECEIVED BY THE EXCHANGE AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

VOLUNTARY CORPORATE ACTION; COY NCRI

No authority herein conferred or agreed to be conferred will be affected by, and all such authority will survive, the death or incapacity of the undersigned. All obligations of the undersigned in this Letter of Transmittal will be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable. The undersigned understands that the valid tender of Company Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the Instructions to this Letter of Transmittal will constitute the undersigned’s acceptance of the terms of, and conditions to, the offer. The Purchaser’s acceptance of the tendered Company Shares for payment will constitute a binding agreement between the undersigned and the Purchaser upon the terms of, and subject to the conditions to, the offer (and if the offer is extended or amended, the terms of, or conditions to, any such extension or amendment).

Unless otherwise indicated below in the box entitled “Special Payment Instructions”, please issue the check for the aggregate Offer Price of all Company Shares purchased and return all certificates evidencing Company Shares not tendered or not accepted for payment in the name(s) of the registered holder(s) appearing above under “Description of Shares Tendered”. Similarly, unless otherwise indicated below in the box entitled “Special Delivery Instructions”, please mail the check for the aggregate Offer Price of all Company Shares purchased and return all certificates evidencing Shares not tendered or not accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under “Description of Shares Tendered”. In the event that the boxes below entitled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, please issue the check for the aggregate Offer Price of all Company Shares purchased and return all certificates evidencing Company Shares not tendered or not accepted for payment in the name(s) of, and deliver such check and return such certificates (and any accompanying documents, as appropriate) to, the person(s) so indicated. Unless otherwise indicated below in the box entitled “Special Payment Instructions”, please credit any Company Shares tendered hereby and delivered by book-entry transfer that are not accepted for payment by crediting the account at The Depository Trust Company. The undersigned recognizes that the Purchaser has no obligation, pursuant to the Special Payment Instructions, to transfer any Company Shares from the name of the registered holder(s) if the Purchaser does not accept for payment any Company Shares tendered hereby.

VOLUNTARY CORPORATE ACTION; COY NCRI

IF ANY SHARE CERTIFICATES REPRESENTING COMPANY SHARES THAT YOU OWN HAVE
BEEN LOST, STOLEN OR DESTROYED, SEE INSTRUCTION 2.

SHAREHOLDERS: SIGN HERE
(Please complete an IRS Form W-9, the appropriate IRS Form W-8, and provide the accompanying documents,
as applicable. See
“IMPORTANT TAX INFORMATION”.)



		Signature(s) of Holder(s)

Dated: , 2023.

(Must be signed by registered holder(s) exactly as name(s) appear(s) on share certificates or on a security position listing by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 5.)

Name(s):
		Please Print

Capacity (full title):
Address:
		Include Zip Code

Daytime Area
Code and
Telephone No:
Email Address:
Taxpayer
Identification
or
Social
Security No.:

(See IRS Form W-9 below)

GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)

FOR USE BY FINANCIAL INSTITUTIONS ONLY.
Financial Institutions: Place Medallion Guarantee in Space Below

If you wish that the check for the Offer Price of the Company Shares and the certificate evidencing Company Shares not tendered or not purchased be issued in the name of someone other than the record holder(s) of the Company Shares, please complete the “Special Payment Instructions” below. If the check for the Offer Price of the tendered Company Shares and the certificate evidencing Company Shares not tendered or not purchased are to be registered in the name of anyone other than the registered holder or mailed to any person(s) other than the person(s) signing this Letter of Transmittal, the certificate(s) must be endorsed and signatures medallion guaranteed.

VOLUNTARY CORPORATE ACTION; COY NCRI

SPECIAL PAYMENT INSTRUCTIONS (See Instructions 1, 5, 6 and 7)		SPECIAL DELIVERY INSTRUCTIONS (See Instructions 1, 5, 6 and 7)

To be completed ONLY if the check for the Offer Price of Company Shares and share certificates evidencing Company Shares not tendered or not purchased are to be issued in the name of someone other than the registered holder. Issue Check and Share Certificate(s) to		To be completed ONLY if the check for the Offer Price of Company Shares purchased and share certificates evidencing Company Shares not tendered or not purchased are to be mailed to someone other than the registered holder, or the registered holder at an address other than that shown under “Description of Shares Tendered”.

Name:		Mail Check and Share Certificate(s) to:
	(Please Print)
		Name:
Address:			(Please Print)

		Address:
	(Zip Code)

			(Zip Code)



Tax Identification or Social Security Number) (See IRS Form W-9 below and Form W-8)

		Tax Identification or Social Security Number) (See IRS Form W-9 below and Form W-8)

GUARANTEE OF SIGNATURE(S) (See Instructions 1, 5, 6 and 7)
Authorized Signature of Owner(s):
Name(s):
		(Please Print)
Title:
Name of Firm:
Address:
	(Include Zip Code)
Daytime Area Code and Telephone Number:
Dated:

VOLUNTARY CORPORATE ACTION; COY NCRI

INSTRUCTIONS TO THIS LETTER OF TRANSMITTAL

Forming Part of the Terms and Conditions of the offer

1. Guarantee of Signatures. All signatures on this Letter of Transmittal must be guaranteed by a firm which is a member of the Security Transfer Agent Medallion Signature Program, or by any other “eligible guarantor institution”, as such term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (each of the foregoing being an “Eligible Institution”) unless (i) this Letter of Transmittal is signed by the registered holder(s) of shares (which term, for purposes of this document, shall include any participant in The Depository Trust Company whose name appears on a security position listing as the owner of Company Shares) tendered hereby and such holder(s) has (have) not completed the box entitled “Special Payment Instructions” or “Special Delivery Instructions” on the reverse hereof or (ii) such Company Shares are tendered for the account of an Eligible Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Share Certificates. This Letter of Transmittal is to be used (i) if certificates are to be forwarded with it, or (ii) if tenders are to be made pursuant to the procedures for tenders by book-entry transfer pursuant to the procedure set forth in Section 3 of the Offer to Purchase. Certificates evidencing all physically tendered Company Shares, or a confirmation of a book-entry transfer into the Depositary’s account at The Depository Trust Company of all Company Shares delivered by book-entry transfer (“Book-Entry Confirmation”), as well as a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees (or, in the case of a book-entry transfer, an Agent’s Message) and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth below prior to the Expiration Date (as defined in the Offer to Purchase). If certificates are forwarded to the Depositary in multiple deliveries, a properly completed and duly executed Letter of Transmittal must accompany each delivery. For Shares held in “street” name in book-entry form, an Agent’s Message in lieu of this Letter of Transmittal and Book-Entry Confirmation must be received by the Depositary at one of its addresses set forth below prior to the Expiration Date (as defined in the Offer to Purchase). Shareholders holding Company Shares in “street” name in book-entry form need not complete a Letter of Transmittal.

The method of delivery of the Company Shares, this Letter of Transmittal, and all other required documents, including delivery through the Depository Trust Company, is at the option and risk of the tendering shareholder, and the delivery will be deemed made and the risk of loss of the share certificates shall pass only when actually received by the Depositary (including, in the case of a book-entry transfer, by Book-Entry Confirmation). If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Company Shares hereunder, including questions as to the proper completion or execution of any Letter of Transmittal or other required documents and as to the proper form for transfer of any share certificates, will be determined by the Purchaser, in its sole and absolute discretion (which may delegate power in whole or in part to the Depositary), which determination will be final and binding. The Purchaser reserves the absolute right to reject any or all tenders that it determines not to be in proper form or the acceptance for payment of which may be unlawful. A tender of Company Shares will not have been made until all defects and irregularities have been cured or waived. Purchaser also reserves the absolute right to waive any defect or irregularity in the tender of any Company Shares or share certificates whether or not similar defects or irregularities are waived in the case of any other shareholder. None of the Purchaser, the Depositaries, the Information Agent, Purchaser’s legal counsel or any other person will be under any duty to give notification of any defects or irregularities in tenders of Company Shares or incur any liability for failure to give any notification.

No alternative, conditional or contingent tenders will be accepted and no fractional Company Shares will be purchased. By execution of this Letter of Transmittal (or a manually signed facsimile hereof), all tendering shareholders waive any right to receive any notice of the acceptance of their Company Shares for payment.

If any share certificate has been lost, destroyed or stolen, the shareholder should promptly notify Company’s Transfer Agent, Computershare Trust Company, N.A. The shareholder then will be instructed as to the steps that must be taken in order to replace the share certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed share certificates have been followed.

VOLUNTARY CORPORATE ACTION; COY NCRI

3. Inadequate Space. If the space provided on the reverse hereof under “Description of Shares Tendered” is inadequate, the share certificate numbers, the number of shares evidenced by such Share certificates and the number of Company Shares tendered should be listed on a separate signed schedule and attached hereto.

4. Partial Tenders (not applicable to shareholders who tender by book-entry transfer). If fewer than all Company Shares evidenced by any certificate delivered to the Depositary with this Letter of Transmittal are to be tendered, fill in the number of Company Shares that are to be tendered in the box entitled “Number of Shares Tendered” in the box titled “Description of Shares Tendered”. In such cases, new certificate(s) evidencing the remainder of Company Shares that were evidenced by the certificates delivered to the Depositary with this Letter of Transmittal will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the box entitled “Special Delivery Instructions” in the Letter of Transmittal, as soon as practicable after the Expiration Date, or the termination of the offer. All Company Shares evidenced by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of Company Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates evidencing the tendered Company Shares without alteration, enlargement or any other change whatsoever.

If any tendered Company Shares are held of record by two or more persons, all of those named persons must sign this Letter of Transmittal. If any tendered Company Shares are registered in different names, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of those tendered Company Shares.

If this Letter of Transmittal is signed by the registered holder(s) of tendered Company Shares, no endorsements of certificates or separate stock powers are required, unless payment is to be made to, or certificates evidencing Company Shares not tendered or not accepted for payment are to be issued in the name of, a person other than the registered holder(s). If the Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) evidencing Company Shares tendered, the tendered certificate(s) must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificate(s). Signatures on the certificate(s) and stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered holder(s) of tendered Company Shares, the certificate(s) evidencing tendered Company Shares must be endorsed or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on such certificate(s). Signatures on such certificate(s) and stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate when signing, and proper evidence satisfactory to the Purchaser of that person’s authority so to act must be submitted.

6. Share Transfer Taxes. The amount of any share transfer taxes (whether imposed on the registered holder(s), or such other person, or otherwise) payable on account of the transfer of any Company Shares will be the responsibility of the shareholder. Evidence satisfactory to the Purchaser of the payment of the taxes, or that the transfer is not subject to tax, may need to be submitted. The Purchaser will only be liable for share transfer taxes with respect to the sale and transfer of any Company Shares if such taxes are expressly imposed by applicable law on the Purchaser.

Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the share certificates evidencing Company Shares tendered hereby.

7. Special Payment and Delivery Instructions. If a check for the Offer Price of any tendered Company Shares is to be issued in the name of, and/or certificate(s) evidencing Company Shares not tendered or not accepted for payment are to be issued in the name of and/or returned to, a person other than the person(s) signing this Letter of Transmittal or if a check or any such certificate is to be sent to a person other than the signor of this Letter of Transmittal or to the person(s) signing this Letter of Transmittal but at an address other than that shown in the box entitled “Description of Shares Tendered” on the reverse of this Letter of Transmittal, the appropriate boxes on this Letter of Transmittal must be completed.

VOLUNTARY CORPORATE ACTION; COY NCRI

8. Questions and Requests for Assistance or Additional Copies. Questions and requests for assistance may be directed to the Information Agent at the address or telephone numbers set forth below. Additional copies of the Offer to Purchase, this Letter of Transmittal and other documents related to the offer may be obtained from the Information Agent.

9. IRS Form W-9, IRS Form W-8. Each holder who is a Holder (as defined in Section 13 of the Offer to Purchase) surrendering certificates for payment is required to provide the Depositary with a correct Taxpayer Identification Number (“TIN”) on IRS Form W-9 (provided herein) and certify under penalties of perjury that such number is correct and indicate whether such holder is subject to backup withholding as provided in the certification instructions in the form. Each holder must date and sign the IRS Form W-9 in the spaces indicated. Failure to provide the information on the form may subject the holder to federal income tax withholding on the Offer Price and to a penalty imposed by the Internal Revenue Service. If the holder has not been issued a TIN and has applied for a number, the holder should write “Applied For” in the space for the TIN and sign and date the IRS Form W-9 in the spaces indicated. If the IRS Form W-9 is so completed, the Depositary will withhold 24% of all reportable payments that the holder is otherwise entitled to receive until a TIN is provided to the Depositary. If the holder provides a properly certified TIN within 60 days, the Depositary will refund the withheld taxes upon the holder’s request. Each holder who is not a U.S. Holder (as defined in Section 13 of the Offer to Purchase) must complete and submit the applicable IRS Form W-8 in order to be exempt from the federal income tax backup withholding due on payments with respect to the Company Shares. The appropriate IRS Form W-8 may be obtained from the Information Agent and the Depositary. Shareholders that are not U.S. Holders are urged to consult their tax advisor regarding the appropriate IRS Form W-8 in their particular circumstances.

IMPORTANT TAX INFORMATION

United States

Under U.S. federal income tax law, a shareholder who is a U.S. Holder (as defined in Section 13 of the Offer to Purchase) whose tendered Company Shares are accepted for payment is generally required to provide the Depositary (as payer) with the shareholder’s correct TIN on IRS Form W-9. If a shareholder is an individual, the TIN generally is the shareholder’s social security number. If the Depositary is not provided with the correct TIN, the shareholder may be subject to a penalty imposed by the Internal Revenue Service and payments that are made to the shareholder with respect to Company Shares purchased pursuant to the offer may be subject to backup withholding of 24%. In addition, if a shareholder makes a false statement that results in no imposition of backup withholding, and there was no reasonable basis for making such statement, a penalty may also be imposed by the Internal Revenue Service.

Many shareholders (including, among others, corporations and certain non-U.S. individuals) are not subject to these backup withholding and reporting requirements. In order for a non-U.S. shareholder (e.g., a non-U.S. corporation or nonresident alien individual) to qualify as an exempt recipient, that holder must submit a statement on the appropriate IRS Form W-8, signed under penalties of perjury, attesting to that holder’s exempt status. See the instructions for the applicable IRS Form W-8, which can be obtained on the IRS website, for additional information. A tax advisor should be consulted as to that shareholder’s qualification for exemption from backup withholding and the procedure for obtaining such exemption, including which IRS Form W-8 should be provided by the shareholder.

If backup withholding applies, the Depositary is required to withhold 24% of any payments made to the shareholder. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained if the required information is furnished to the Internal Revenue Service, generally by filing a U.S. tax return.

Purpose of IRS Form W-9. To prevent backup withholding on payments that are made to a shareholder with respect to Company Shares purchased in the offer, each shareholder who is a U.S. Holder (as defined in Section 13 of the Offer to Purchase) is required to notify the Depositary of such shareholder’s correct TIN by completing the IRS Form W-9 certifying that (a) the TIN provided on IRS Form W-9 is correct, (b)(i) that shareholder has not been notified by the Internal Revenue Service that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends or (ii) the Internal Revenue Service has notified the shareholder that the shareholder is no longer

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subject to backup withholding and (c) the shareholder is a U.S. resident or other U.S. person. See the instructions for IRS Form W-9 (provided herein), for additional information.

What Number to Give the Depositary. Each shareholder is required to give the Depositary the TIN (e.g., social security number or employer identification number) of the record holder of tendered shares who is a U.S. Holder (as defined in Section 13 of the Offer to Purchase). If shares are in more than one name or are not in the name of the actual owner, consult the enclosed instructions for IRS Form W-9 for additional guidance on which number to report. If the holder has not been issued a TIN and has applied for a number, the holder should write “Applied For” in the space for the TIN and sign and date the IRS Form W-9 in the spaces indicated. If the IRS Form W-9 is so completed, the Depositary will withhold 24% of all reportable payments that the holder is otherwise entitled to receive until a TIN is provided to the Depositary. If the holder provides a properly certified TIN within 60 days, the Depositary will refund the withheld taxes upon the holder’s request.

The foregoing description of certain tax withholding is only a summary and is qualified by all the terms of, and conditions to, the offer set forth in the Offer to Purchase. In this respect, you are urged to read Section 13 of the Offer to Purchase.

This Letter of Transmittal and certificates and any other required documents should be sent or delivered by each shareholder or that shareholder’s broker, dealer, commercial bank, trust company or other nominee to the Depositary at one of its addresses set forth below.

The Depositary for the offer is:

Mail this Letter of Transmittal, or a copy, together with the certificate(s) representing your Company Shares, to:

By Mail:		By Overnight Courier:

Computershare Trust Company, N.A. c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011		Computershare Trust Company, N.A. c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, MA 02021

Questions or requests for assistance may be directed to the Information Agent at its respective address and telephone numbers listed below. Additional copies of the Offer to Purchase and this Letter of Transmittal may be obtained from the Information Agent. A shareholder may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the offer.

The Information Agent for the offer is:

Innisfree M&A Incorporated

501 Madison Avenue, 20^th Floor
New York, NY 10022

For assistance call: 877-750-0537

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EXHIBIT (a)(3)

This announcement is neither an offer to buy nor a solicitation of an offer to sell securities. Such offer is being made solely by the Offer to Purchase dated September 27, 2023, and the related Letter of Transmittal, and any amendments or supplements thereto. Tenders will not be accepted from or on behalf of, shareholders residing in any state in which making or accepting the offer would violate that jurisdiction’s laws. In those jurisdictions where the securities, Blue Sky, or other laws require the offer to be made by a licensed broker or dealer, the offer shall be deemed to be made on behalf of the Purchaser only by one or more registered dealers licensed under the laws of such jurisdiction.

NOTICE OF OFFER TO PURCHASE FOR CASH

Up to 350,000 Shares of Class A Common Stock of

AMERICAN STRATEGIC INVESTMENT CO. (the “Company”)

at a price of $10.25 per share

by: Bellevue Capital Partners, LLC (the “Purchaser”)

The Purchaser is offering to purchase for cash up to 350,000 shares of Class A Common Stock (“Shares”) of the Company at a price of $10.25 per Share (the “Purchase Price”), in cash, less any applicable withholding taxes and without interest, upon the terms and conditions set forth in the Purchaser’s Offer to Purchase dated September 27, 2023 (the “Offer to Purchase”), and the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”). THE OFFER AND RELATED WITHDRAWAL RIGHTS EXPIRE AT 11:59 P.M., EASTERN TIME, ON OCTOBER 26, 2023, UNLESS THE OFFER IS EXTENDED.

The Purchasers are making this offer because they believe the Company’s Common Shares represent an attractive investment. The Offer is not made for the purpose of acquiring or influencing control of the business of the Company. The Offer will expire at 11:59 p.m., Eastern Time on October 26, 2023, unless and until the Purchaser, in its sole discretion, shall have extended the period of time for which the Offer is open (such date and time, as extended, the “Expiration Date”). The Purchaser will not provide a subsequent offering period following the Expiration Date. If the Purchaser makes a material change in the terms of the Offer, or if it waives a material condition to the Offer, the Purchaser will extend the Offer and disseminate additional tender offer materials to the extent required by Rules 14d-4(c) and 14d-6(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The minimum period during which the Offer must remain open following any material change in the terms of the Offer is at least five business days to allow for adequate dissemination to shareholders. Accordingly, if prior to the Expiration Date, the Purchaser increases (other than increases of not more than two percent of the outstanding Shares) or decreases the number of Shares being sought, or increases or decreases the consideration offered pursuant to the Offer, and if the Offer is scheduled to expire at any time earlier than the period ending on the tenth business day from the date that notice of such increase or decrease is first published, sent or given to shareholders, the Offer will be extended at least until the expiration of such tenth business day. For purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or federal holiday and consists of the time period from 12:01 a.m. through midnight, Eastern Time. In all cases payment for the Shares purchased pursuant to the Offer will be made only after timely receipt of the Assignment Form (or facsimile or telecopy thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by such Assignment Form and successful transfer of ownership.

Tenders of Shares made pursuant to the Offer are irrevocable, except that shareholders who tender their Shares in response to the Offer will have the right to withdraw their tendered Shares at any time prior to the Expiration Date by sending to Computershare Trust Company, N.A., a written or facsimile transmission notice of withdrawal identifying the name of the person who tendered Shares to be withdrawn, signed by the same persons and in the same manner as the Assignment Form tendering the Shares to be withdrawn. If tendering shareholders tender more than the number of Shares that the Purchaser seeks to purchase pursuant to the Offer for those Shares, the Purchaser will take into account the number of Shares so tendered and take up and pay for as nearly as may be pro rata, disregarding fractions, according to the number of Shares tendered by each tendering shareholder during the period during which that Offer remains open. The terms of the Offer are more fully set forth in the formal Tender Offer Documents which are available from Purchaser at the Purchaser’s expense. The Offer contains terms and conditions and the information required by Rule 14d-6(d)(1) under the Exchange Act, which are incorporated herein by reference. The Tender Offer Documents also contain important information, including tax information, which should be read carefully before any decision is made with respect to the Offer.

Any questions or requests for assistance may be directed to the Information Agent at their respective telephone numbers and addresses set forth below. Copies of the Offer to Purchase, the Letter of Transmittal and other related materials will be furnished promptly by the Information Agent at the Purchasers’ expense. Stockholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10005

Banks and Brokers Call: 212-750-5833

All Others Call Toll Free: 877-750-0537

September 27, 2023

EXHIBIT (a)(4)

BELLEVUE CAPITAL PARTNERS, LLC LAUNCHES TENDER OFFER FOR SHARES OF AMERICAN

STRATEGIC INVESTMENT CORP.

$10.25 Offer Represents 64.8% Premium to Recent Closing Price

NEW YORK, September 27, 2023 – Bellevue Capital Partners, LLC (“Bellevue”) announced today that it launched a tender offer to purchase up to 350,000 shares of American Strategic Investment Co. (NYSE: NYC) (“ASIC”) common stock at a price of $10.25 per share (the “Tender Offer”).

Bellevue is making this offer at a 64.8% premium to the most recent closing price because of its continued confidence in ASIC’s portfolio and underlying assets, which continue to perform strongly in a challenging market. Bellevue further believes in the previously announced expanded investment strategy that ASIC is pursuing and in the long-term value of ASIC’s common stock. The 64.8% premium to the current stock price reflects Bellevue’s belief in the long-term performance of ASIC and its portfolio of assets.

The Tender Offer is being made upon, and is subject to, the terms and conditions set forth in the Offer to Purchase and the related Letter of Transmittal. The Tender Offer will expire at 11:59 PM, New York City time, on October 26, 2023, unless extended or earlier terminated by Bellevue (the “Expiration Date”). Tenders of common stock may be withdrawn at any time at or prior to 11:59 p.m., New York City time, on October 26, 2023, but may not be withdrawn thereafter except in certain limited circumstances where additional withdrawal rights are required by law.

About Bellevue Capital Partners, LLC

Bellevue is a leading, diversified investment, asset management and operating platform and the sole member of AR Global Investments, LLC, the parent company to the advisor and property manager of ASIC.

222 Bellevue Avenue, Newport, Rhode Island 02840

EXHIBIT 107

Calculation of Filing Fee Tables

Schedule TO

(Form Type)

AMERICAN STRATEGIC INVESTMENT CO.

(Name of Subject Company (Issuer))

BELLEVUE CAPITAL PARTNERS, LLC

(Names of Filing Persons (Offerors))

Table 1 – Transaction Valuation

	Transaction Valuation*	Fee Rate	Amount of Filing Fee**
Fees to Be Paid	$3,587,500.00	0.00011020	$395.34
Fees Previously Paid	$0		$0
Total Transaction Valuation	$3,587,500.00
Total Fees Due for Filing			$395.34
Total Fees Previously Paid			$0
Total Fee Offsets			$0
Net Fee Due			$395.34

*	Estimated solely for purposes of calculating the filing fee. This calculation is based on the offer to purchase 350,000 shares of Class A common stock, par value $0.01 per share, of American Strategic Investment Co. at a purchase price equal to $10.25 per share in cash.

**	The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Advisory No. 1 for fiscal year 2023 beginning on October 1, 2022, issued August 26, 2022, by multiplying the transaction value by 0.00011020.