Current Report Filing (8-k)
June 09 2023 - 4:06PM
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2023-06-06
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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): June 6, 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
June 6, 2023, Presidio Property Trust, Inc. (the “Company”) received a letter from the Listing Qualifications Department
of the Nasdaq Stock Market (“Nasdaq”) indicating that, based upon the closing bid price of the Company’s common stock
for the 30 consecutive business day period between April 21, 2023, through June 5, 2023, the Company did not meet the minimum bid price
of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The letter
also indicated that the Company will be provided with a compliance period of 180 calendar days, or until December 4, 2023 (the “Compliance
Period”), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A).
In
order to regain compliance with Nasdaq’s minimum bid price requirement, the Company’s common stock must maintain a minimum
closing bid price of $1.00 for at least ten consecutive business days during the Compliance Period. In the event the Company does not
regain compliance by the end of the Compliance Period, the Company may be eligible for additional time to regain compliance. To qualify,
the Company will be required to meet the continued listing requirement for the market value of its publicly held shares and all other
initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written
notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split if necessary.
If the Company meets these requirements, the Company may be granted an additional 180 calendar days to regain compliance. However, if
it appears to Nasdaq that the Company will be unable to cure the deficiency, or if the Company is not otherwise eligible for the additional
cure period, Nasdaq will provide notice that the Company’s common stock will be subject to delisting. If during any compliance
period the common stock has a closing bid price of $0.10 or less for ten consecutive trading days, the Listing Qualifications Department
shall issue a Staff Delisting Determination under Nasdaq Listing Rule 5810 with respect to that security.
The
letter has no immediate impact on the listing of the Company’s common stock, which will continue to be listed and traded on The
Nasdaq Capital Market, subject to the Company’s compliance with the other listing requirements of The Nasdaq Capital Market. Although
the Company will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that the Company will
be able to regain compliance with that rule or will otherwise be in compliance with other listing criteria of The Nasdaq Capital Market.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
|
Exhibit
Title or Description |
104 |
|
Cover
Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURES
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:
June 9, 2023 |
PRESIDIO
PROPERTY TRUST, INC. |
|
|
|
|
By: |
/s/
Adam Sragovicz |
|
|
Adam
Sragovicz |
|
|
Chief
Financial Officer |
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