Form 8-K
8-K — Presidio Property Trust, Inc.
Accession: 0001493152-26-041173
Filed: 2026-09-02
Period: 2026-09-02
CIK: 0001080657
SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)
Item: Regulation FD Disclosure
Item: Other Events
Item: Financial Statements and Exhibits
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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): September 2, 2026
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
7.01 Regulation FD Disclosure.
On
September 2, 2026, Presidio Property Trust, Inc. (the “Company”) issued a press release announcing the commencement by the
Company of the Exchange Offer (as defined herein), a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
The
information provided pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and
shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of such section, and shall not be incorporated by reference in any filing made
by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except to
the extent expressly set forth by specific reference in any such filings.
Item
8.01 Other Events.
On
September 2, 2026, the Company commenced an offer to exchange (the “Exchange Offer”) any and all outstanding
shares of its 9.375% Series D Cumulative Redeemable Perpetual Preferred Stock (the “Series D Preferred Stock”) for newly
issued shares of its Series A Common Stock (the “Common Stock”).
In
exchange for each share of Series D Preferred Stock validly tendered, not validly withdrawn and validly accepted prior to 11:59 p.m.,
New York City time, on October 2, 2026 (such time and date, as the same may be extended, the “Expiration Date”), participating
holders of Series D Preferred Stock will receive 5.5 shares of Common Stock.
The
Exchange Offer will expire on the Expiration Date, unless extended or earlier terminated by the Company.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Words such as “expects,” “intends,” “believes,” “anticipates,” “plans,” “likely,”
“will,” “may,” “could,” “seeks,” “estimates” and variations of such words
and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain
such identifying words. Statements in this Form 8-K regarding the terms, timing and completion of the Exchange Offer are forward-looking
statements. These forward-looking statements are based on the Company’s present expectations, but actual outcomes or results may
differ materially from those expressed or implied by such statements. Except as required by law, the Company disclaims any obligation
to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information,
data or methods, future events or other changes. Investors should not place undue reliance on forward-looking statements. For a further
discussion of the factors that could affect actual results, please refer to the risk factors included in the Company’s filings
with the SEC, including the final Prospectus filed on September 2, 2026, copies of which are available on the SEC’s website at
www.sec.gov.
No
Offer or Solicitation
This
Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Additional
Information about the Exchange Offer and Where to Find It
In
connection with the Exchange Offer, the Company filed a registration statement on Form S-4 with the SEC on August 7, 2026 (as amended
on August 21, 2026) that includes the Prospectus. The registration statement was declared effective by the SEC on September 2, 2026,
at 9:00 a.m. Eastern Time. The Company has filed the final Prospectus in connection with the Exchange Offer with the SEC on September
2, 2026. The Company also filed with the SEC a tender offer statement on Schedule TO (as supplemented or amended from time to time, the
“Schedule TO”) in connection with the Exchange Offer. The Company may file other relevant documents with the SEC regarding
the Exchange Offer. This Current Report on Form 8-K is not a substitute for the Prospectus, the registration statement, the Schedule
TO or any other document that the Company may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT,
THE SCHEDULE TO, THE FINAL PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND
THE EXCHANGE OFFER. Investors and security holders may obtain free copies of the registration statement, the Schedule TO, the final Prospectus
and all other documents containing important information about the Company and the Exchange Offer, as and when such documents are filed
with the SEC, through the website maintained by the SEC at www.sec.gov, or by contacting the information agent for the
Exchange Offer, Broadridge Corporate Issuer Solutions, LLC, at shareholder@broadridge.com or 888-789-8409.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
The
following exhibit is being filed herewith:
Exhibit
No.
Description
99.1
Press Release, dated September 2, 2026.
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.
PRESIDIO PROPERTY TRUST, INC.
By:
/s/
Ed Bentzen
Name:
Ed Bentzen
Title:
Chief Financial Officer
Dated: September 2, 2026
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 2
Exhibit 99.1
Presidio
Property Trust Announces Commencement of Exchange Offer for All Outstanding Shares of its Series D Preferred Stock
San
Diego, CA – September 2, 2026 – (NASDAQ: SQFT; SQFTP; SQFTW) Presidio Property Trust, Inc. (“Presidio” or
the “Company”), an internally managed, diversified real estate investment trust, announced today that it has commenced an
exchange offer (the “Exchange Offer”) to exchange any and all outstanding shares of its 9.375% Series D Cumulative Redeemable
Perpetual Preferred Stock (the “Series D Preferred Stock”) for newly issued shares of its Series A Common Stock (the “Common
Stock”).
In
exchange for each share of Series D Preferred Stock validly tendered, not validly withdrawn and validly accepted prior to 11:59
p.m., New York City time, on October 2, 2026 (such time and date, as the same may be extended, the “Expiration Date”), participating
holders of Series D Preferred Stock will receive 5.5 shares of Common Stock. The Exchange Offer will expire on the Expiration Date, unless
extended or earlier terminated by the Company.
The
Company will not issue fractional shares of Common Stock in the Exchange Offer. If any fractional share of Common Stock would otherwise
be issuable to a participating holder upon the exchange of its shares of Series D Preferred Stock, the number of shares of Common Stock
to be issued to that participating holder will be rounded up to the nearest whole number. The Company does not intend to round up fractional
shares at the beneficial level and will instead round up any such fractional shares at the participant level.
Series
D Preferred holders should be aware that their broker, dealer, commercial bank, trust company or other nominee or custodian may establish
earlier deadlines for participation in or withdrawal from the Exchange Offer. Accordingly, each Series D Preferred holder wishing to
participate in the Exchange Offer should promptly contact the applicable broker, dealer, commercial bank, trust company or other nominee
or custodian as soon as possible to determine the deadline by which it must take action to participate in the Exchange Offer.
Broadridge
Corporate Issuer Solutions, LLC is acting as the information agent and the exchange agent in connection with the Exchange Offer.
The
complete terms and conditions of the Exchange Offer are set forth in the Prospectus (as it may be supplemented or amended from time to
time, the “Prospectus”) that has been filed with the U.S. Securities and Exchange Commission (the “SEC”). The
Company has also filed with the SEC a Schedule TO (as it may be supplemented or amended from time to time, the “Schedule TO”)
containing additional information about the Company and the Exchange Offer. You may obtain free copies of the Prospectus, the Schedule
TO, the registration statement and all other documents containing important information about Presidio and the Exchange Offer through
the SEC’s website at www.sec.gov or by contacting the information agent, Broadridge Corporate Issuer Solutions,
LLC, at shareholder@broadridge.com or 888-789-8409. You will not be charged for any of these documents that you request.
The
Exchange Offer will not be contingent upon any minimum number of shares of Series D Preferred Stock being tendered or any financing conditions.
The Exchange Offer will, however, be subject to other conditions. Certain of the Company’s directors and executive officers have
indicated to the Company that they intend to tender their shares of Series D Preferred Stock in the Exchange Offer. These individuals
will receive shares of Common Stock on the same terms (including the exchange ratio) as other tendering holders of Series D Preferred
Stock. Their participation should not be viewed as a recommendation that any holder participate in the Exchange Offer.
The
Company’s Board of Directors has authorized and approved the Exchange Offer. However, neither the Board of Directors nor any of
the Company’s officers or employees, the exchange agent or the information agent is making a recommendation to holders of Series
D Preferred Stock as to whether they should participate in the Exchange Offer. Each holder of Series D Preferred Stock must make its
own investment decision regarding the Exchange Offer based on its own assessment of the market value of the Series D Preferred Stock
it holds compared with the market value of the Common Stock it would receive in the Exchange Offer, its liquidity needs, its investment
objectives and any other factors it deems relevant.
The
Company’s Series D Preferred Stock and the Common Stock are listed on the Nasdaq Capital Market under the symbols “SQFTP”
and “SQFT,” respectively. As of September 2, 2026, a total of 973,736 shares of Series D Preferred Stock were outstanding.
About
Presidio Property Trust
Presidio
is an internally managed, diversified REIT with holdings in model home properties which are triple-net leased to homebuilders, office,
industrial, and retail properties. Presidio’s model homes are leased to homebuilders located primarily in the Sun Belt states.
Presidio’s office, industrial, and retail properties
are located primarily in Colorado, with properties also located in Maryland, North Dakota, Texas, and Southern California. For more information
on Presidio, please visit Presidio’s website at https://www.PresidioPT.com.
Cautionary
Note Regarding Forward-Looking Statements
This
press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Words such as “expects,”
“intends,” “believes,” “anticipates,” “plans,” “likely,” “will,”
“may,” “could,” “seeks,” “estimates” and variations of such words and similar expressions
are intended to identify such forward-looking statements, although not all forward-looking statements contain such identifying words.
Statements in this press release regarding the terms, timing and completion of the Exchange Offer are forward-looking statements.
These
forward-looking statements are based on the Company’s present expectations, but actual outcomes or results may differ materially
from those expressed or implied by such statements. Except as required by law, the Company disclaims any obligation to publicly update
or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future
events or other changes. Investors should not place undue reliance on forward-looking statements. For a further discussion of the factors
that could affect actual results, please refer to the risk factors included in the Company’s filings with the SEC, including the
final Prospectus filed on September 2, 2026, copies of which are available on the SEC’s website at www.sec.gov.
No
Offer or Solicitation
This
communication does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or a solicitation of any vote
or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Additional
Information about the Exchange Offer and Where to Find It
In
connection with the Exchange Offer, the Company filed a registration statement on Form S-4 with the SEC on August 7, 2026 (as amended
on August 21, 2026) that includes the Prospectus. The registration statement was declared effective by the SEC on September 2, 2026,
at 9:00 a.m. Eastern Time. The Company has filed the final Prospectus in connection with the Exchange Offer with the SEC on September
2, 2026. The Company also filed with the SEC a tender offer statement on Schedule TO (as supplemented or amended from time to time, the
“Schedule TO”) in connection with the Exchange Offer. The Company may file other relevant documents with the SEC regarding
the Exchange Offer. This press release is not a substitute for the Prospectus, the registration statement, the Schedule TO or any other
document that the Company may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE SCHEDULE
TO, THE FINAL PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE
EXCHANGE OFFER. Investors and security holders may obtain free copies of the registration statement, the Schedule TO, the final Prospectus
and all other documents containing important information about the Company and the Exchange Offer, as and when such documents are filed
with the SEC, through the website maintained by the SEC at www.sec.gov.
Investor
Relations Contact:
Presidio
Property Trust, Inc.
Lowell
Hartkorn, Investor Relations
LHartkorn@presidiopt.com
Telephone:
(760) 471-8536 x1244
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