Current Report Filing (8-k)
13 August 2022 - 6:02AM
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2022-08-12
2022-08-12
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2022-08-12
2022-08-12
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PW:Sec7.75SeriesCumulativeRedeemablePerpetualPreferredStockLiquidationPreference25PerShareMember
2022-08-12
2022-08-12
iso4217:USD
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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): August 12, 2022
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):
| ☐ |
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 |
|
Name
of Each Exchange on Which Registered |
| Common
Shares |
|
PW |
|
NYSE
(American) |
| |
|
|
|
|
| 7.75%
Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share |
|
PW.A |
|
NYSE
(American) |
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
2.02. Results of Operations and Financial Condition.
On
August 12, 2022, Power REIT (the “Company”) issued a press release announcing its financial results for the quarter ended
June 30, 2022. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.
The
information in this item 2.02, and Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for the purposes
of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Exchange Act, except
as expressly set forth by the specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Forward-Looking
Statements
Some
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, 2021,
which was filed with the U.S. Securities and Exchange Commission (“SEC”), as well as in other reports that we file with the
SEC.
Forward-looking
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.
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.
| |
POWER
REIT |
| |
|
| Date:
August 12, 2022 |
By |
/s/
David H. Lesser |
| |
|
David
H. Lesser
|
| |
|
Chairman
of the Board, Chief Executive Officer & Chief Financial Officer |
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