PW-A Power REIT

 

 

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): September 25, 2024

 

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 3.01 Notice of Delisting or Failure to Satisfy A Continued Listing Rule or Standard; Transfer of Listing.

 

As previously disclosed, Power REIT (the “Trust” or “Power REIT”) received a deficiency letter (the “Deficiency Letter”) from the NYSE American LLC (the “NYSE American”) on September 3, 2024, regarding compliance with the equity requirements based on its quarterly financial statements filed on Form 10-Q for the quarter ended 6/30/24. Specifically, since the Trust had incurred losses in two out of the last three years, it is required to have total equity of greater than $2 million.

 

As part of evaluating a plan to comply with the NYSE American listing requirements, the Trust embarked on analysis of the accounting treatment for its Preferred Shares which historically were classified as Mezzanine Equity. Based on its review, the Trust determined that the Preferred Shares should be treated as Equity. The Trust consulted with its Auditors and also retained a qualified third-party consultant to assist with its analysis of the accounting treatment for the Preferred Shares. Ultimately, the Trust concluded that it has incorrectly classified the Preferred Shares on its balance sheet and that they should be treated as Equity (not mezzanine equity) and the financial statements should be restated accordingly. The restatement increases the Trust’s Total Equity on its consolidated Balance Sheet to approximately $10 million which is above the threshold required for NYSE American compliance as of June 30, 2024 .

 

On September 24, 2024, Power REIT filed a Form 10-Q/A with the SEC for the quarter ended June 30, 2024, which provides the restated equity balance on its Consolidated Balance Sheet and an Explanatory Note. In addition, on September 24, 2024, Power REIT filed a Form 8-K describing the filing of the Form 10-Q/A.

 

On September 25, 2024, the Trust received a notice from the NYSE American rescinding the Deficiency Letter as the Trust is compliant with equity requirements based on the restated equity level on the financial statements in the Form 10-Q/A.

 

Item 7.01 Regulation FD Disclosure.

 

On September 26, 2024, the Company issued a press release announcing the recission of the Deficiency Letter. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

This information and the information contained in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act or the Securities Exchange Act of 1934, as amended, except as may be expressly set forth by specific reference in any such filing, regardless of any general incorporation language in the filing.

 

The Company does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in its expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

 

Safe Harbor

 

This Current Report on Form 8-K contains express or implied “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “target,” “believe,” “expect,” “will,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Power REIT management’s current beliefs, expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Power REIT’s control. Therefore, investors should not rely on any of these forward-looking statements and should review the risks and uncertainties described under the caption “Risk Factors” in Power REIT’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2024, and additional disclosures Power REIT makes in its other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Forward-looking statements are made as of the date of this Current Report on Form 8-K, and except as provided by law Power REIT expressly disclaims any obligation or undertaking to update forward-looking statements.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are furnished with this Current Report on Form 8-K:

 

Exhibit Number		Exhibit Description
99.1		Press Release dated September 26, 2024
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline XBRL document)

 

 

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.

 

Date: September 26, 2024	POWER REIT
	By	/s/ David H. Lesser
		David H. Lesser
		Chairman of the Board and Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

 

Power REIT Receives Notice Resolving NYSE American Listing Standards Deficiency

 

Old Bethpage, New York, September 26, 2024 (GLOBE NEWSWIRE) Power REIT (NYSE-AMEX: PW and PW.PRA) (“Power REIT” or the “Trust”), today announced that it received a notice from the NYSE American LLC rescinding its letter dated September 3, 2024 (the “Deficiency Letter”). As previously disclosed, the Deficiency Letter stated that the Trust was not in compliance with the continued listing standards of the Exchange because the Trust was below compliance with Section 1003(a)(i) of the NYSE American Company Guide (the “Company Guide”), requiring stockholders’ equity of $2.0 million or more if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years.

 

As part of evaluating a plan to comply with the NYSE American listing requirements, the Trust embarked on analysis of the accounting treatment for its Preferred Shares which historically were classified as Mezzanine Equity. Based on its review, the Trust determined that the Preferred Shares should be treated as Equity. The Trust consulted with its Auditors and also retained a qualified third-party consultant to assist with its analysis of the accounting treatment for the Preferred Shares. Ultimately, the Trust concluded that it has incorrectly classified the Preferred Shares on its balance sheet and that they should be treated as Equity (not mezzanine equity) and the financial statements should be restated accordingly. The restatement increases the Trust’s Total Equity on its consolidated Balance Sheet to approximately $10 million which is above the threshold required for NYSE American compliance as of June 30, 2024. The change in accounting treatment is non-cash in nature, and does not affect revenue, gross margin, net income or income per share or the presentation of the Company’s non-GAAP metrics, including Funds from Operations.

 

On September 24, 2024, Power REIT filed a Form 10-Q/A with the SEC for the quarter ended June 30, 2024, which provides a restated equity balance on its Consolidated Balance Sheet and an Explanatory Note. In addition, on September 24, 2024, Power REIT filed a Form 8-K describing the filing of the Form 10-Q/A.

 

On September 25, 2024, the Trust received a notice from the NYSE American rescinding the Deficiency Letter as the Trust is compliant with equity requirements based on the restated equity level on the financial statements in the Form 10-Q/A.

 

ABOUT POWER REIT

 

Power REIT, with a focus on the “Triple Bottom Line” and a commitment to people, planet and profit, is a specialized real estate investment trust (REIT) that owns sustainable real estate related to infrastructure assets including properties for Controlled Environment Agriculture, Renewable Energy and Transportation.

 

Additional information about Power REIT can be found on its website: www.pwreit.com

 

Cautionary Statement About Forward-Looking Statements

 

This document includes forward-looking statements within the meaning of the U.S. securities laws. Forward-looking statements are those that predict or describe future events or trends and that do not relate solely to historical matters. You can generally identify forward-looking statements as statements containing the words “believe,” “expect,” “will,” “anticipate,” “intend,” “estimate,” “project,” “plan,” “assume”, “seek” or other similar expressions, or negatives of those expressions, although not all forward-looking statements contain these identifying words. All statements contained in this document regarding our future strategy, future operations, future prospects, the future of our industries and results that might be obtained by pursuing management’s current or future plans and objectives are forward-looking statements. You should not place undue reliance on any forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Important factors that could cause actual results to differ materially from current expectations include, among others, the Company’s ability to continue to remain in compliance with the NYSE American listing standards requirements and the other factors discussed in the Company’s filings with the SEC including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Our forward-looking statements are based on the information currently available to us and speak only as of the date of the filing of this document. Over time, our actual results, performance, financial condition or achievements may differ from the anticipated results, performance, financial condition or achievements that are expressed or implied by our forward-looking statements, and such differences may be significant and materially adverse to our security holders.

 

CONTACT:

 

David H. Lesser, Chairman & CEO
dlesser@pwreit.com
212-750-0371
301 Winding Road Old Bethpage, NY 11804
www.pwreit.com

 

 

v3.24.3

Cover	Sep. 25, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 25, 2024
Entity File Number	001-36312
Entity Registrant Name	POWER REIT
Entity Central Index Key	0001532619
Entity Tax Identification Number	45-3116572
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	45-3116572
Entity Address, Address Line Two	(IRS Employer Identification No.)
Entity Address, Address Line Three	301 Winding Road
Entity Address, City or Town	Old Bethpage
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11804
City Area Code	(212)
Local Phone Number	750-0371
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Shares
Title of 12(b) Security	Common Shares
Trading Symbol	PW
Security Exchange Name	NYSE
7.75% Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share
Title of 12(b) Security	7.75% Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share
Trading Symbol	PW.A
Security Exchange Name	NYSE

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