Form 8-K - Current report
11 August 2023 - 8:09PM
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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 8, 2023
American
Strategic Investment Co.
(Exact Name of Registrant as Specified in Charter)
Maryland |
|
001-39448 |
|
46-4380248 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
|
650
Fifth Avenue, 30th Floor
New
York, New York 10019 |
(Address, including zip code, of Principal Executive Offices) |
|
Registrant’s telephone number, including area code: (212)
415-6500 |
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 |
Class
A common stock, $0.01 par value per share |
|
NYC |
|
New
York Stock Exchange |
Class
A Preferred Stock Purchase Rights |
|
true |
|
New
York Stock Exchange |
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. ¨
Common
Stock [Member]
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
As previously disclosed, Edward M. Weil, Jr.,
American Strategic Investment Co.’s (the “Company”) chief executive officers, president and secretary and Christopher
J. Masterson, the Company’s chief financial officer and secretary notified the Company’s board including the members of its
nominating and corporate governance committee of their intent to resign their respective officer positions upon the closing of a merger
between Global Net Lease, Inc. and the Necessity Retail REIT, Inc., two entities presently advised by affiliates of the Company’s
advisor. If the merger is not completed, each of Messrs. Weil and Masterson intend to continue in their respective positions with the
Company.
Appointment of Chief Executive Officer and Chief Financial Officer
In anticipation of the resignations noted herein, on August 8, 2023,
the Company, upon the recommendation of its nominating and governance committee appointed Michael Anderson to serve as the Company’s
chief executive officer and Joseph Marnikovic to serve as the Company’s chief financial officer. The appointments are conditioned
on the effectiveness of the resignations of Messrs. Weil and Masterson.
Mr. Anderson, 34, joined the predecessor to AR Global Investments,
LLC (“AR Global”), the parent company of the Company’s advisor in 2013 as assistant general counsel. From 2018 to 2020
he served as senior vice president and chief corporate counsel of AR Global and Bellevue Capital Partners, LLC (“Bellevue Capital”).
Since 2020, he served as senior vice president and general counsel of AR Global and Bellevue Capital. He also served as general counsel
and secretary of G&P Acquisition Corp. from December 2020 to December 2022. In his capacity as the general counsel of AR Global and
Bellevue Capital, Mr. Anderson has advised on both public and private debt and equity transactions, mergers and corporate acquisitions,
commercial real estate transactions and operational integration of acquired companies. Mr. Anderson earned a Bachelor of Arts degree
from the University of Arizona where he graduated cum laude and a Juris Doctor degree from the University of Mississippi School of Law,
where he graduated summa cum laude.
There is no arrangement or understanding between Mr. Anderson and any
other persons pursuant to which Mr. Anderson was appointed as chief executive officer. Neither Mr. Anderson nor any of his immediate family
members have been or are currently proposed to be a participant in any transaction that would be required to be reported pursuant to Item 404(a) of Regulation S-K.
Mr. Marnikovic, 49, has served as the Chief Financial Officer
of AR Global and Bellevue Capital since January 2019. He also served as the chief financial officer and treasurer of G&P Acquisition
Corp. from December 2020 to December 2022. He has previously served as the chief accounting officer of AR Global and Bellevue Capital,
the ultimate parent entity of AR Global, from October 2017 until January 2019. Prior to joining AR Global and Bellevue Capital, Mr. Marnikovic
served in senior corporate officer roles for regional organizations focused in real estate investment and management. From December
2016 until September 2017, he was the Principal of Diamond Companies, a real estate development and management company. At Carpionato
Group, Mr. Marnikovic was the chief operating officer and the chief financial officer from January 2014 until August 2016, where
he directed the finance department and led the property management and hospitality divisions. From January 2013 until January 2014 he
was the director of accounting at Barkan Management, where he led the finance department and was a senior member of the management team
in the firm’s client services group. Mr. Marnikovic was the chief operating officer From February 2009 until December 2012
at MG2 Group, where he directed the property management and hospitality divisions, maintained back office support of Finance, Legal, Human
Resources and Information Technology departments and vertically integrated Construction, Development, and Leasing into the company’s
business model. Mr. Marnikovic also served in multiple capacities during his eight-year tenure from July 2001 until January 2009 as the
chief financial officer at Crosshaven Partners, where he led the real estate development arm and maintained financial control of the group’s
portfolio companies in manufacturing of licensed merchandise and multi-unit franchising. He also held senior associate positions during
a five-year public accounting career at PricewaterhouseCoopers LLP and O’Connor & Drew, P.C. Mr. Marnikovic has been a
licensed CPA since 1998, a licensed Real Estate broker since 2007, and earned the CPM® designation from the Institute of Real
Estate Management in 2013. Mr. Marnikovic received a bachelor degree in Accounting and a master degree in Finance from Boston College.
There is no arrangement or understanding
between Mr. Marnikovic and any other persons pursuant to which Mr. Marnikovic was appointed as chief financial officer. Neither Mr. Marnikovic
nor any of his immediate family members have been or are currently proposed to be a participant in any transaction that would be required
to be reported pursuant to Item 404(a) of Regulation S-K.
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.
|
American Strategic Investment Co. |
|
|
|
Date: August 11, 2023 |
By: |
/s/ Edward M. Weil, Jr. |
|
|
Edward M. Weil, Jr. |
|
|
Chief Executive Officer, President, and Secretary |
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