Current Report Filing (8-k)
July 29 2020 - 04:55PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of report (Date of earliest event reported): July 29,
2020
POWER
REIT
(Exact
name of registrant as specified in its charter)
Maryland
(State
or other jurisdiction of incorporation)
001-36312
(Commission
File Number)
45-3116572
(IRS
Employer Identification No.)
301
Winding Road
Old
Bethpage, NY 11804
(Address
of principal executive offices and Zip Code)
Registrant’s
telephone number, including area code: (212)
750-0371
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of Each Class |
|
Trading
Symbol |
|
Name
of Each Exchange on Which Registered |
| Common
Shares |
|
PW |
|
NYSE
(American) |
| |
|
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| 7.75%
Series A Cumulative Redeemable Perpetual Preferred Stock,
Liquidation Preference $25 per Share |
|
PW.A |
|
NYSE
(American) |
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging
growth company [ ]
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange
Act. [ ]
Item
2.02 Results of Operations and Financial Condition.
On
July 29, 2020, Power REIT (the “Company”) issued a press release
announcing its financial results for the quarter ended June 30,
2020. A copy of the press release is attached as Exhibit 99.1 to
this Form 8-K and is incorporated herein by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangement of Certain Offers.
On
July 28, 2020, Power REIT (the “Company”) approved the appointment
of Paula Poskon as a new independent Trustee who will also serve as
financial expert as she has 20+ years expertise in real estate and
capital markets with a particular focus on REITS.
On
July 28, 2020, the Company appointed Susan Hollander to serve as
Chief Accounting Officer with responsibility for all strategic
accounting, compliance and financial reporting
functions.
Item
7.01 Regulation FD Disclosure
On
July 29, 2020, the Company issued a press release regarding Ms.
Poskon’s election as Trustee and Susan Hollander’s appointment as
Chief Accounting Officer. A copy of the press release is furnished
herewith as Exhibit 99.1 and hereby incorporated by
reference.
The
above information (including Exhibit 99) is furnished pursuant to
Item 7.01 and shall not be deemed “filed” for the purposes of or
otherwise subject to the liabilities under Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
nor shall it be deemed incorporated by reference in any filing of
the Company under the Securities Act of 1933 or the Exchange Act,
except as expressly set forth by specific reference in such a
filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Forward-Looking Statements
Some
of the information in this press release contains forward-looking
statements and within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. When used in this press release, words
such as “believe,” “expect,” “anticipate,” “estimate,” “plan,”
“continue,” “intend,” “should,” “may,” “target,” or similar
expressions, are intended to identify such forward-looking
statements. Forward-looking statements are subject to significant
risks and uncertainties. Investors are cautioned against placing
undue reliance on such statements. Actual results may differ
materially from those set forth in the forward-looking statements.
Factors that could cause actual results to differ materially from
those described in the forward-looking statements include those
discussed under the caption “Risk Factors” included in our Annual
Report on Form 10-K for our fiscal year ended December 31, 2019,
which was filed with the U.S. Securities and Exchange Commission
(“SEC”), as well as in other reports that we file with the
SEC.
Forward-looking
statements are based on beliefs, assumptions and expectations as of
the date of this press release. We disclaim any obligation to
publicly release the results of any revisions to these
forward-looking statements reflecting new estimates, events or
circumstances after the date of this press release.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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POWER
REIT |
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Date:
July 29, 2020 |
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By |
/s/
David H. Lesser |
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David
H. Lesser |
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Chairman
of the Board and Chief Executive Officer |
