Current Report Filing (8-k)
October 16 2020 - 6:16AM
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): October 16, 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
October 15, 2020, Power REIT (“Power REIT” or the “Trust”), through a wholly owned subsidiary of the Trust
(“PropCo”), in connection with the acquisition of two properties totaling 4.46 acres located in Crowley County, Colorado
(the “Properties”), entered into a triple-net lease (the “Lease”) with PSP Management LLC (the “Tenant”).
The Lease provides that the Tenant is responsible
for paying all expenses related to the Properties, including maintenance expenses, completed
the 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, Power REIT agreed to fund the construction of an approximately 34,000 square foot greenhouse/processing
facility on the Properties for a total capital commitment of $3.1 million.
The
Lease is structured whereby after an initial deferred rent period to allow for construction of the facilities, the rental payments
provide PropCo with a full return of its original invested capital over the next three years and thereafter, provides an
approximately 13.3% return increasing 3% rate per annum.
The
foregoing descriptions of the lease does not purport to be complete and are qualified in its entirety by reference to the complete
text of the Lease, a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Current Report on Form 8-K
by reference.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
October 15, 2020, the Trust, through PropCo, completed the acquisition of two parcels in Crowley County, Colorado (the “Properties”)
for $150,000 through a wholly owned subsidiary (“PropCo”). One parcel is 2.37 acres and the other is 2.09 acres for
a total of 4.46 acres.
Item
7.01 Regulation FD Disclosure.
On
October 16, 2020, the Trust issued a press release regarding the acquisition 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, 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.
Date:
October 16, 2020
|
POWER REIT
|
|
|
|
|
By
|
/s/
David H. Lesser
|
|
|
David
H. Lesser
|
|
|
Chairman
of the Board and Chief Executive Officer
|
Power REIT (AMEX:PW)
Historical Stock Chart
From Aug 2024 to Sep 2024
Power REIT (AMEX:PW)
Historical Stock Chart
From Sep 2023 to Sep 2024