false 0001589061 0001589061 2024-02-06 2024-02-06
Washington, D.C. 20549

Date of Report (Date of earliest event reported):  February 6, 2024


(Exact name of Registrant as Specified in its Charter)
New York
(State or other jurisdiction
(Commission File
(I.R.S. Employer
of incorporation)
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 

(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
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 8.01.
Other Events.
As previously disclosed, the Incorporated Village of Head of the Harbor and certain other parties (collectively, the “Petitioners”) commenced an Article 78 proceeding (the “Proceeding”) on April 26, 2022 against the Town of Smithtown and certain other parties, including Gyrodyne, LLC (“Gyrodyne”), seeking to annul the Town of Smithtown Planning Board’s (the “Planning Board”) March 30, 2022 approval of Gyrodyne’s application for preliminary approval to divide its Flowerfield property into eight lots and the Planning Board’s related findings statement.
As further disclosed, Gyrodyne and the Town of Smithtown filed motions to dismiss the Petition in June 2022 (the “Motions”).
On February 6, 2024, the Supreme Court of the State of New York, Suffolk County issued an order (the “Order”), denying the Motions in part and granting them in part. Specifically, the Order (i) denied the Motions as to three individual Petitioners and the St. James-Head of the Harbor Neighborhood Preservation Coalition, Inc., (ii) granted the Motions as to the remaining twenty (20) individual Petitioners and the Village of Head of the Harbor, (iii) denied the branch of Gyrodyne’s motion alleging that Petitioners failed to state a claim, and (iv) requires Gyrodyne to serve an answer within twenty (20) days of service of the Order.
Gyrodyne does not believe that the Order adversely impacts Gyrodyne’s strategic timeline or its most recent estimate of net assets in liquidation as of December 31, 2023 contained in Gyrodyne’s Rule 424(b)(3) prospectus filed with the Securities and Exchange Commission on February 6, 2024. Gyrodyne remains confident that the process of negotiating purchase agreements, securing final subdivision approval and final unappealable site plan approval and consummating the sale of our properties will culminate by year-end 2025, although there can be no assurance that Gyrodyne and the Town of Smithtown will be successful on the merits in defense of the Planning Board’s determinations or that other factors beyond our control will not necessitate an extension of the timeline or a change in the estimate of net assets in liquidation.
The foregoing description of the court order is intended to be a summary and is qualified in its entirety by reference to such court order, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Forward-Looking Statement Safe Harbor
The statements made in this press release and other materials the Company has filed or may file with the SEC, in each case that are not historical facts, contain "forward-looking information" within the meaning of the Private Securities Litigation Reform Act of 1995, and Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, which can be identified by the use of forward-looking terminology such as "may," "will," "anticipates," "expects," "projects," "estimates," "believes," "seeks," "could," "should," or "continue," the negative thereof, and other variations or comparable terminology as well as statements regarding the evaluation of strategic alternatives and liquidation contingencies. These forward-looking statements are based on the current plans and expectations of management and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements. Such risks and uncertainties include, but are not limited to, risks and uncertainties relating to our efforts to enhance the values of our remaining properties and seek the orderly, strategic sale of such properties as soon as reasonably practicable, risks associated with the Article 78 proceeding against the Company and any other litigation that may develop in connection with our efforts to enhance the value of and sell our properties, ongoing community activism, risks associated with proxy contests and other actions of activist shareholders, risks related to the recent banking crisis and closure of two major banks (including one with whom we indirectly have a mortgage loan), regulatory enforcement, risks inherent in the real estate markets of Suffolk and Westchester Counties in New York, the ability to obtain additional capital in order to enhance the value of the Flowerfield and Cortlandt Manor properties and negotiate sales contracts and defend the Article 78 proceeding from a position of strength, the continuing effects of the COVID-19 pandemic, the ongoing risk of inflation, elevated interest rates, recession and supply chain constraints or disruptions and other risks detailed from time to time in the Company's SEC reports. These and other matters the Company discusses in this press release may cause actual results to differ from those the Company describes.

Item 9.01
Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
Date:    February 9, 2024
/s/ Gary Fitlin
Gary Fitlin
President, Chief Executive Officer, Chief Financial Officer and Treasurer


Exhibit 99.1

Short Form Order of Supreme Court of the State of New York, Suffolk County, dated February 6, 2024
































Document And Entity Information
Feb. 06, 2024
Document Information [Line Items]  
Entity, Registrant Name GYRODYNE, LLC
Document, Type 8-K
Document, Period End Date Feb. 06, 2024
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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