false 0001589061 0001589061 2023-12-27 2023-12-27
 
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):  December 27, 2023

 
GYRODYNE, LLC

 
(Exact name of Registrant as Specified in its Charter)
 
New York
001-37547
46-3838291
(State or other jurisdiction
(Commission File
(I.R.S. Employer
of incorporation)
Number)
Identification No.)
 
ONE FLOWERFIELD
SUITE 24
ST. JAMES, New York 11780

(Address of principal executive
offices) (Zip Code)
 
(631) 584-5400

Registrant’s telephone number,
including area code 
N/A

(Former name or former address, if changed since last report.)
 
Securities registered pursuant to Section 12(b) of the Exchange Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Shares of Limited Liability Company Interests
GYRO
Nasdaq   Capital   Market  
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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
 
Term Mortgage Loan
 
As previously reported in Gyrodyne, LLC’s (the “Company”) Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 29, 2023, the Company, through its subsidiaries GSD Cortlandt, LLC (“GSD Cortlandt”) and Buttonwood Acquisition, LLC (“Buttonwood”), secured a term mortgage loan (the “Mortgage Loan”) on December 27, 2023 in the principal amount of $1,500,000 with LLYR Resources, LLC. The net proceeds of the Mortgage Loan will be used for general working capital. The Mortgage Loan is unconditionally and irrevocably guaranteed by the Company. The term of the Mortgage Loan is two years. Until the maturity date, the Mortgage Loan bears interest at a floating interest rate of 1.5% per annum in excess of the Wall Street Prime Rate, with such interest payable monthly, which may be prepaid, in whole or in part, at any time, without payment of a prepayment fee.
 
The Mortgage Loan is secured by a first mortgage in the amount of $1,500,000 on the interests of GSD Cortlandt in 1989 Crompond Road and 1987 Crompond Road in Cortlandt Manor, New York, and the interests of Buttonwood in 206 Buttonwood Avenue and certain vacant land off of Buttonwood Road in Cortlandt Manor, New York.
 
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
 
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
 
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.
 
Description
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
 
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, thereunto duly authorized.
 
 
GYRODYNE, LLC
       
Date:   January 3, 2024
By: 
/s/ Gary Fitlin
Name:   Gary Fitlin
Title: 
 President, Chief Executive Officer, Chief Financial Officer and Treasurer
 
 
v3.23.4
Document And Entity Information
Dec. 27, 2023
Document Information [Line Items]  
Entity, Registrant Name GYRODYNE, LLC
Document, Type 8-K
Document, Period End Date Dec. 27, 2023
Entity, Incorporation, State or Country Code NY
Entity, File Number 001-37547
Entity, Tax Identification Number 46-3838291
Entity, Address, Address Line One ONE FLOWERFIELD
Entity, Address, Address Line Two SUITE 24
Entity, Address, City or Town ST. JAMES
Entity, Address, State or Province NY
Entity, Address, Postal Zip Code 11780
City Area Code 631
Local Phone Number 584-5400
Title of 12(b) Security Common Shares of Limited Liability Company Interests
Trading Symbol GYRO
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001589061

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