Form SC 13D/A - General Statement of Acquisition of Beneficial Ownership: [Amend]
September 11 2024 - 7:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
POWER REIT
(Name of Issuer)
Common Shares, $0.001 par value per share
(Title of Class of Securities)
73933H101
(CUSIP Number)
Jess Saypoff
Axonic Capital LLC
520 Madison Avenue, 42nd Floor
New York, New York 10022
(212) 259-0430
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 9, 2024
(Date of Event Which Requires Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 73933H101
1 |
Name of Reporting Person
Axonic Capital LLC |
2 |
Check the Appropriate Box if a Member of a Group
(A): ☐ (B): ☐ |
3 |
SEC Use Only
|
4 |
Source of Funds
WC |
5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
☐ |
6 |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by Each
Reporting
Person with |
7 |
Sole Voting Power
0 |
8 |
Shared Voting Power
183,497 |
9 |
Sole Dispositive Power
0 |
10 |
Shared Dispositive Power
183,497 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
183,497 Common Shares |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ |
13 |
Percent of Class Represented by Amount in Row (11)
5.4% |
14 |
Type of Reporting Person
OO (Limited Liability Company) |
CUSIP No. 73933H101
1 |
Name of Reporting Person
Clayton DeGiacinto |
2 |
Check the Appropriate Box if a Member of a Group
(A): ☐ (B): ☐ |
3 |
SEC Use Only
|
4 |
Source of Funds
AF (See Item 3) |
5 |
Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
☐
|
6 |
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by Each
Reporting
Person with |
7 |
Sole Voting Power
0 |
8 |
Shared Voting Power
183,497 |
9 |
Sole Dispositive Power
0 |
10 |
Shared Dispositive Power
183,497 |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
183,497 Common Shares |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐ |
13 |
Percent of Class Represented by Amount in Row (11)
5.4% |
14 |
Type of Reporting Person
IN |
This
Amendment No. 1 to Schedule 13D (“Amendment No. 1”), amends and supplements the Schedule 13D originally filed with the U.S.
Securities and Exchange Commission (the “SEC”) on July 25, 2024 (as amended and supplemented, the “Schedule 13D”).
Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule
13D. This Amendment No. 1 is being filed to make amendments to the Schedule 13D as follows:
Item
4. Purpose of Transaction.
Item 4 of the Schedule 13D
is hereby amended and supplemented as follows:
On September 9, 2024, Axonic
Capital entered into a mutual nondisclosure agreement (the “Mutual Nondisclosure Agreement”) with the Issuer to facilitate
discussions with the Issuer. The Mutual Nondisclosure Agreement contains standard provisions relating to the nondisclosure of certain
confidential information, subject to certain exceptions.
The Mutual Nondisclosure Agreement
includes, among other things, a customary standstill provision (the “Standstill Provision”) that will remain in effect until
July 31, 2025 (the “Standstill Term”). The terms of the Standstill Provision provide, among other things, that during the
Standstill Term, Axonic Capital will not, and will not encourage or assist others to, acquire or offer, seek, propose or agree to acquire,
directly or indirectly, by purchase or otherwise, (A) any shares of the Issuer’s Series A Cumulative Redeemable Perpetual Preferred
Stock or (B) in excess of a specified percentage, the outstanding common shares, $0.001 par value per share, of the Issuer. The Standstill
Provision also prohibits Axonic Capital from publicly proposing or disclosing an intent to propose any form of extraordinary transaction
relating to the Issuer, participating in any solicitation of proxies to vote the securities of the Issuer, participating in a “group”
within the meaning of Section 13(d)(3) of the Act with respect to any voting securities of the Issuer, entering into discussions, negotiations,
arrangements or understandings with third parties (other than the Issuer or its representatives) with respect to the foregoing and acting,
alone or in concert with others, to seek control of the management or Board of the Issuer.
The Standstill Term automatically
terminates under certain circumstances, including in the event the Issuer becomes insolvent, enters into a debt restructuring transaction
with Axonic Capital or its affiliates, or fails to remain qualified as a real estate investment trust under Sections 856 through 860 of
the Internal Revenue Code of 1986, as amended.
The Mutual Nondisclosure
Agreement also contains a customary mutual non-disparagement provision lasting for the term of the Mutual Nondisclosure Agreement.
Item
5. Interest in Securities of the Issuer.
Item 5 (a) – (b) are
hereby amended and restated as follows:
(a) – (b). The information
required for each Reporting Person by Item 5 (a) – (b) is set forth in Rows 7 – 13 on pages 1 and 2 of this Schedule 13D and
is incorporated herein by reference, respectively, for each Reporting Person.
The information with respect
to the percentage of the outstanding Common Shares beneficially owned by the Reporting Persons set forth in this Schedule 13D is calculated
based on 3,389,961 outstanding Common Shares as of August 26, 2024, as reported in the Issuer’s Definitive Proxy Statement filed
with the SEC on August 30, 2024.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Item 6 of the Schedule 13D
is hereby amended and supplemented as follows:
The description of the Mutual Nondisclosure Agreement
contained in Item 4 hereto is incorporated by reference into this Item 6.
SIGNATURES
After reasonable
inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date: September 11, 2024
|
Axonic Capital LLC |
|
|
|
|
By: | /s/
Clayton DeGiacinto |
|
|
Name: |
Clayton DeGiacinto |
|
|
Title: |
Authorized Signatory |
|
|
|
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By: |
/s/
Clayton DeGiacinto |
|
|
Name: |
Clayton DeGiacinto |
|
|
In his capacity
as managing member of Axonic Capital LLC |
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