AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of report (Date of earliest event reported): February 22, 2021
name of registrant as specified in its charter)
or other jurisdiction of incorporation)
Employer Identification No.)
Bethpage, NY 11804
of principal executive offices and Zip Code)
telephone number, including area code: (212) 750-0371
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 (see General Instruction A.2. below):
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
registered pursuant to Section 12(b) of the Act:
of Each Class
of Each Exchange on Which Registered|
Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share
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).
growth company [ ]
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. [ ]
1.01. Entry into a Material Definitive Agreement.
February 22, 2021, Power REIT (“Power REIT” or the “Trust”), through a wholly owned subsidiary of the
Trust (“PropCo”), amended its lease (the “Lease”) with the Grail Project whereby the Trust will fund the
construction of 6,256 square feet of additional cannabis cultivation and processing space along with an increase in the scheduled
foregoing descriptions of the lease amendment does not purport to be complete and are qualified in its entirety by reference to
the complete text of the Lease, a copy of which is attached hereto as Exhibit 10.1 and is incorporated into this Current Report
on Form 8-K by reference.
7.01 Regulation FD Disclosure.
February 23, 2021, the Trust issued a press release regarding the acquisition of the Property.
A copy of the press release is attached hereto as Exhibit 99.1. The information contained in Item 7.01 of this report, including
Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by
reference into any filing of the Trust, whether made before or after the date hereof, regardless of any general incorporation
language in such filing.
9.01 Financial Statements and Exhibits.
of the information in this press release contains forward-looking statements and within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release,
words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,”
“continue,” “intend,” “should,” “may,” “target,” or similar expressions,
are intended to identify such forward-looking statements. Forward-looking statements are subject to significant risks and uncertainties.
Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set
forth in the forward-looking statements. Factors that could cause actual results to differ materially from those described in
the forward-looking statements include those discussed under the caption “Risk Factors” included in our Annual Report
on Form 10-K for our fiscal year ended December 31, 2019, which was filed with the U.S. Securities and Exchange Commission (“SEC”),
as well as in other reports that we file with the SEC.
statements are based on beliefs, assumptions and expectations as of the date of this press release. We disclaim any obligation
to publicly release the results of any revisions to these forward-looking statements reflecting new estimates, events or circumstances
after the date of this press release.
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.
February 23, 2021
David H. Lesser|
of the Board and Chief Executive Officer|