Current Report Filing (8-k)

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): March 7, 2023

Presidio Property Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland		001-34049		33-0841255
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4995 Murphy Canyon Road, Suite 300

San Diego, California 92123

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (760) 471-8536

Not Applicable
(Former name or former address, if changed since last report)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Series A Common Stock, $0.01 par value per share	SQFT	The Nasdaq Stock Market LLC

9.375% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share	SQFTP	The Nasdaq Stock Market LLC

Series A Common Stock Purchase Warrants to Purchase Shares of Common Stock	SQFTW	The Nasdaq Stock Market LLC

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 March 7, 2023, Murphy Canyon Acquisition Corp. (the “SPAC”) issued a promissory note (the “Note”) in the principal amount of up to $1,500,000 to Murphy Canyon Acquisition Sponsor, LLC (the “Sponsor”), a wholly owned subsidiary of Presidio Property Trust, Inc. (the “Company”) which serves as the sponsor for the SPAC, in connection with the extension of the termination date for the SPAC’s initial business combination (the “Initial Business Combination”) from February 7, 2023, to February 7, 2024, on a month-to-month basis. The Note bears no interest and is repayable in full upon the earlier of (i) the date on which the SPAC consummates its Initial Business Combination and (ii) the date that the winding up of the SPAC is effective. Pursuant to the Note, on March 7, 2023 the Sponsor loaned the SPAC $300,000 to fund its trust account and pay for operating expenses.

The SPAC is deemed to be controlled by the Company as a result of the Company’s equity ownership stake, the overlap of certain officers and directors, and the significant influence that the Company currently exercises over the SPAC.

The foregoing description is qualified in its entirety by reference to the Note, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Note
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 hereunto duly authorized.