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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 12, 2024
_________________________________
Strategic Realty Trust, Inc.
(Exact name of Registrant specified in its Charter)
_________________________________
Maryland
000-54376
90-0413866
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer
Identification No.)
1 S Wacker Dr, Suite 3210
Chicago, Illinois, 60606
(Address of Principal Executive Offices, including Zip Code)
Registrant’s telephone number, including area code: (312) 878-4860

(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 classTrading Symbol(s)Name of each exchange on which registered
NoneNoneNone
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 2.01. Completion of Acquisition or Disposition of Assets.
On June 14, 2016, Strategic Realty Trust, Inc. (the “Company”), through an indirect subsidiary, purchased two retail properties located in San Francisco, California located at 400 Grove Street and 8 Octavia Street.
On July 27, 2016, the Company, through an indirect subsidiary, purchased a 100% ownership interest in Fulton Street Shops located in San Francisco, California (“Fulton Shops”).
On December 22, 2016, the Company, through an indirect subsidiary, purchased a 100% ownership interest in certain property located in the Hayes Valley neighborhood at 450 Hayes Street in San Francisco, California (“450 Hayes”).
On January 4, 2017, the Company purchased certain property located in the Hayes Valley neighborhood at 388 Fulton Street in San Francisco, California (“388 Fulton Street”).
The Company, through its wholly owned subsidiaries, owns five operating properties in San Francisco, California, referred to as 400 Grove Street, 8 Octavia Street, Fulton Shops, 450 Hayes, and 388 Fulton Street (collectively, the “San Francisco Assets”). On August 12, 2024, the due diligence period expired under the five related purchase and sale agreements and escrow instructions for the sale of each of the San Francisco Assets by and between the property owning subsidiary of the Company and HFGO Investors, LLC, an affiliate of Moran Capital LLC. The purchaser is unaffiliated with the Company or its advisor. The agreements provide that the disposition of each of the San Francisco Assets is conditioned on the disposition of each other San Francisco Asset and the properties are considered related properties.
On September 12, 2024, the Company consummated the disposition of the San Francisco Assets for approximately $10.9 million in cash, before customary closing and transaction costs. The disposition resulted in net cash proceeds after customary closing and transaction costs of $9.8 million which was used to partially repay the loan from PHP Holding Company VI, LLC and the San Francisco assets were released as security from the deed of trust. The outstanding balance on the loan from PHP Holding Company VI, LLC after the sale of the San Francisco Assets is approximately $8.1M and is secured by a deed of trust at the property in Los Angeles known as the Silverlake Collection.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information.
The pro forma financial information of the Company as adjusted to give effect to the sale of the San Francisco properties is presented in the unaudited pro forma condensed consolidated financial statements filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
(d) Exhibits


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.
STRATEGIC REALTY TRUST, INC.
Dated: September 18, 2024By:/s/ Ryan Hess
Ryan Hess
Chief Financial Officer


Exhibit 99.1
Unaudited Pro Forma Consolidated Financial Statements
On September 12, 2024, the Company consummated the disposition of the San Francisco Assets for approximately $10.9 million in cash, before customary closing and transaction costs. The disposition resulted in net cash proceeds after customary closing and transaction costs of $9.8 million.
The following unaudited pro forma consolidated financial statements of the Company have been prepared to show the pro forma effect of the disposal of the San Francisco Assets by applying pro forma adjustments to our historical financial information. The unaudited pro forma consolidated financial statements are based upon the historical consolidated financial statements of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2023, and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.
The pro forma unaudited condensed consolidated statement of net assets has been presented as if the sale of the San Francisco Assets had occurred as of June 30, 2024. The pro forma unaudited condensed consolidated statements of changes in net assets for the six months ended June 30, 2024 are presented as if the sale of the San Francisco Assets had occurred on January 1, 2024.
The following unaudited pro forma consolidated financial information is intended to provide investors with information about the impact of the sale of the San Francisco Assets by showing how specific transactions might have affected historical financial statements, illustrating the scope of the change in the historical financial position and results of operations. This pro forma financial information should not be viewed as indicative of the Company’s financial results in the future and should be read in conjunction with the Company’s financial statements as filed on Form 10-K for the year ended December 31, 2023 and on Form 10-Q for the six-month period ended June 30, 2024.
F-1
Exhibit 99.1
STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF NET ASSETS
As of June 30, 2024
(Liquidation Basis, in thousands)

Historical (a)
Transaction (b)
Pro Forma
ASSETS
Real estate$25,000 $(10,930)(b)$14,070 
Cash, cash equivalents and restricted cash1,571 (25)(e)1,546 
Tenant receivables855 (36)819 
Other assets— — — 
TOTAL ASSETS$27,426 $(10,991)$16,435 
LIABILITIES
Liabilities for estimated costs in excess of estimated receipts during liquidation$3,513 $(1,069)$2,444 
Notes payable18,000 (9,848)(c)8,152 
Accounts payable and accrued expenses1,452 — 1,452 
Amounts due to affiliates46 — 46 
Other liabilities149 (74)(d)75 
TOTAL LIABILITIES23,160 (10,991)12,169 
Commitments and contingencies (Note 10)— — 
NET ASSETS IN LIQUIDATION$4,266 $— $4,266 

(a)Historical financial information derived from Strategic Realty Trust Inc. Quarterly Report on Form 10-Q as of June 30, 2024.
(b)Represents adjustments to reflect the disposition of the San Francisco Assets. The sale price was $10.9 million, excluding closing costs and disposition fees.
(c)Represents the partial payoff of the SRT Loan that was secured by a deed in trust.
(d)Represents the adjustment for rental security deposit obligations transferred to the Purchaser upon disposition.
(e)Represents the exit fee to pay the lender per the terms of the loan agreement.
STRATEGIC REALTY TRUST, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS
For the six months ended June 30, 2024
(Liquidation Basis, in thousands)

Historical (a)
Transaction (b)
Pro Forma
Net assets in liquidation, beginning of period$5,162 $— $5,162 
Change in net assets in liquidation
Change in liquidation value of investments in real estate(1,260)— (1,260)
Change in estimated cash flow during liquidation502 — 502 
Change in estimated capital expenditures— — — 
Other changes, net(138)— (138)
Changes in net assets in liquidation(896)— (896)
Net assets in liquidation, end of period$4,266 $— $4,266 

(a)Historical financial information derived from Strategic Realty Trust Inc. Quarterly Report on Form 10-Q for the six months ended June 30, 2024.
(b)Amounts represent the historical operations of the San Francisco Assets as reflected in the historical statement of operations of Strategic Realty Trust Inc. for the six months ended June 30, 2024.
F-2
v3.24.3
Cover page Cover page
Sep. 12, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 12, 2024
Entity Registrant Name Strategic Realty Trust, Inc.
Entity Incorporation, State or Country Code MD
Entity File Number 000-54376
Entity Tax Identification Number 90-0413866
Entity Address, Address Line One 1 S Wacker Dr, Suite 3210
Entity Address, City or Town Chicago
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60606
City Area Code 312
Local Phone Number 878-4860
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001446371
Amendment Flag false
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