Current Report Filing (8-k)
11 February 2021 - 3:35AM
Edgar (US Regulatory)
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): February 10, 2021
POWER
REIT
(Exact
name of registrant as specified in its charter)
Maryland
(State
or other jurisdiction of incorporation)
001-36312
(Commission
File Number)
45-3116572
(IRS
Employer Identification No.)
301
Winding Road
Old
Bethpage, NY 11804
(Address
of principal executive offices and Zip Code)
Registrant’s
telephone number, including area code: (212) 750-0371
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 (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol
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Name
of Each Exchange on Which Registered
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Common
Shares
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PW
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NYSE
(American)
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7.75%
Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share
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PW.A
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NYSE
(American)
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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
February 10, 2021, Power REIT (the “Trust”) issued a press release regarding the closing on the Rights Offering.
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.
Item
8.01 Other Events – Closing on Rights Offering.
On
February 10, 2021, the Trust closed its previously announced rights offering (the “Rights Offering”),
which expired on February 5, 2021. At the closing of the rights offering, the Trust sold and issued an aggregate of 1,383,394
shares of the Trust’s common shares (“Common Shares”) at the subscription price of $26.50, pursuant to the
exercise of rights issued to the Trust’s shareholders of record on December 28, 2020. The Company raised aggregate
gross proceeds of $36,659,941 from the Rights Offering. After giving effect to the Rights Offering, the Trust has 3,299,533.
The
rights offering was made pursuant to the Trust’s Registration Statement on Form S-11 (File No. 333-251276) (the “Registration
Statement”) that was previously filed with the Securities and Exchange Commission (the “SEC”) and became effective
on December 29, 2020. The Rights Offering was made only by means of the prospectus supplement (the “prospectus supplement”)
and the accompanying prospectus, which was filed with the SEC and can be accessed through the SEC’s website at www.sec.gov.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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.
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POWER REIT
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Date:
February 10, 2021
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By
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/s/
David H. Lesser
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David
H. Lesser
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Chairman
of the Board and Chief Executive Officer
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