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): September 18,
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):
[ ] |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
|
|
[ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
|
[ ] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
|
[ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol |
|
Name
of Each Exchange on Which Registered |
Common
Shares |
|
PW |
|
NYSE
(American) |
|
|
|
|
|
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
1.01. Entry into a Material Definitive Agreement.
On September 17, 2020, Power REIT (“Power REIT” or the “Trust”),
through a wholly owned subsidiary of the Trust (“PropCo”), in
connection with the acquisition of a 3.0 acre property located in
York County, Maine (the “505 Property”), entered into a triple-net
lease (the “Lease”) with Sweet Dirt (the “Tenant”). The Lease
provides that Tenant
is responsible for paying all expenses related to the Property,
including maintenance expenses, insurance and taxes. The Lease requires the Tenant to maintain
a medical cannabis license and operate in accordance with all Maine
regulations with respect to its operations.
As part of the agreement, the Trust agreed to fund the construction
of an approximately 9,900 square feet of processing building and
the renovation of an existing 2,738 square foot building on the
Property for $1.56 million.
The Lease is structured whereby after a nine month period, the
additional rental payments provide PropCo with a full return of its
original invested capital over the next three years and thereafter,
provide a 13.2% return increasing 3% rate per annum.
In addition, on August 25, 2020, Power REIT has entered into an
agreement for expansion of a property located in Southern Colorado
(“Sherman 6”) owned by a wholly owned subsidiary of the Trust
(“Sherman 6 PropCo”) and leased to Green Street LLC (“Tenant”)
pursuant to a lease (the “Lease”).
The expansion consists of approximately 2,520 square feet of
additional greenhouse/headhouse space. The Tenant is responsible
for implementing the expansion and Sherman 6 PropCo will fund the
cost of such expansion up to a total of $151,301, with any
additional amounts funded by Tenant. Once completed, Power REIT’s
total investment in Sherman 6 will be $1,995,101.
As part of the agreement, Sherman 6 PropCo and Tenant have amended
the Lease whereby after a nine month period, the additional rental
payments provide Sherman 6 PropCo with a full return of its
original invested capital over the next three years and thereafter,
provide a 12.9% return increasing 3% rate per annum.
The foregoing descriptions of the leases do not purport to be
complete and are qualified in its entirety by reference to the
complete text of the Leases, copies of which are attached hereto as
Exhibit 10.1 and 10.2 and are incorporated into this Current Report
on Form 8-K by reference.
Item 2.01 Completion of Acquisition or Disposition of
Assets.
On September 18, 2020, the Trust, through PropCo, completed the
acquisition of the 505 Property which is a 3.0 acre Property in
York, Maine for $400,000. The Property is adjacent to a property
(the “495 Property) acquired by PropCo on May 15, 2020 that is
leased to the Tenant. PropCo exercised its option it received at
the time of the acquisition of the 495 Property to purchase the 505
Property. Power REIT’s total investment in the 505 Property at the
completion of funding will be approximately $1.96
million.
Item
7.01 Regulation FD Disclosure.
On September 18, 2020, the Trust issued a press release regarding
the acquisition and expansion of the properties.
A copy of the press release is attached hereto as Exhibit 99.1. The
information contained in Item 7.01 of this report, including
Exhibit 99.1, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that
section. Such information shall not be incorporated by reference
into any filing of the Trust, whether made before or after the date
hereof, regardless of any general incorporation language in such
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, 2018,
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.
|
POWER
REIT |
|
|
Date:
September 18, 2020 |
By |
/s/
David H. Lesser |
|
|
David
H. Lesser |
|
|
Chairman
of the Board and Chief Executive Officer |
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