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 3, 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.

 

On September 3, 2024, Power REIT (the “Trust”) received a written notice from the NYSE Regulation (the “NYSE Notice”) of NYSE American LLC (the “Exchange”) stating that the Company is not in compliance with the continued listing standards of the Exchange because the Company is below compliance with Section 1003(a)(i) of the NYSE American Company Guide (the “Company Guide”), requiring a 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 a result of the Company’s reported stockholders’ equity of $322,626 at June 30, 2024 and losses from continuing operations and/or net losses in two of its three most recent fiscal years ended December 31, 2023. The Trust is also not currently eligible for any exemption in Section 1003(a) of the Company Guide from the stockholders’ equity requirements.

 

In connection with its non-compliance with Section 1003(a)(i), the Trust must submit a plan (the “Plan”) to NYSE Regulation of the Exchange by October 3, 2024, advising of actions it has taken or will take to regain compliance with the continued listing standards by March 3, 2026. If NYSE Regulation determines to accept the Plan, the Company will be notified in writing and will be subject to periodic reviews including quarterly monitoring for compliance with the Plan. If the Trust does not submit a plan or if the Plan is not accepted, the Exchange will commence delisting proceedings. Furthermore, if the Plan is accepted but the Trust is not in compliance with the continued listing standards by March 3, 2026 or if the Trust does not make progress consistent with the Plan, the Exchange will initiate delisting proceedings as appropriate. The Trust may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.

 

The Trust has issued a press release pursuant to Sections 402(g) and 1009(j) of the Company Guide disclosing receipt of the NYSE Notice and the specific continued listing standards it has fallen below, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and which is incorporated by reference into this Item 3.01.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release of Power REIT, dated September 4, 2024
104		Cover Page Interactive Data File (embedded within 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 4, 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 of Non-Compliance with NYSE American Continued Listing Standards

 

Old Bethpage, New York, September 4, 2024 (GLOBE NEWSWIRE) Power REIT (NYSE-AMEX: PW and PW.PRA) (“Power REIT” or the “Trust”), today announced that on September 3, 2024, Power REIT (the “Trust”) received a written notice from the NYSE Regulation (the “NYSE Notice”) of NYSE American LLC (the “Exchange”) stating that the Trust is not in compliance with the continued listing standards of the Exchange because the Trust is below compliance with Section 1003(a)(i) of the NYSE American Company Guide (the “Company Guide”), requiring a 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 a result of the Trust’s reported stockholders’ equity of $322,626 at June 30, 2024 and losses from continuing operations and/or net losses in two of its three most recent fiscal years ended December 31, 2023. The Trust is also not currently eligible for any exemption in Section 1003(a) of the Company Guide from the stockholders’ equity requirements.

 

In connection with its non-compliance with Section 1003(a)(i), the Trust must submit a plan (the “Plan”) to NYSE Regulation of the Exchange by October 3, 2024, advising of actions it has taken or will take to regain compliance with the continued listing standards by March 3, 2026. If NYSE Regulation determines to accept the Plan, the Trust will be notified in writing and will be subject to periodic reviews including quarterly monitoring for compliance with the Plan. If the Trust does not submit a plan or if the Plan is not accepted, the Exchange will commence delisting proceedings. Furthermore, if the Plan is accepted but the Trust is not in compliance with the continued listing standards by March 3, 2026 or if the Trust does not make progress consistent with the Plan, the Exchange will initiate delisting proceedings as appropriate. The Trust may appeal a staff delisting determination in accordance with Section 1010 and Part 12 of the Company Guide.

 

The Notice has no immediate impact on the listing of the Trust’s shares of common stock, par value $0.0001 per share (the “Common Stock”), and of the Trust shares of Series A Preferred 7.75% Cumulative Redeemable Perpetual Preferred Stock (the “Preferred Stock”) which will continue to be listed and traded on the NYSE American during this period, subject to the Trust’s compliance with the other listing requirements of the NYSE American. The Common Stock and Preferred Stock will continue to trade under the symbol “PW”, but will have an added designation of “.BC” to indicate the status of the Common Stock and Preferred Stock are “below compliance”. The notice does not affect the Trust’s ongoing business operations or its reporting requirements with the Securities and Exchange Commission.

 

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. 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

 

v3.24.2.u1

Cover	Sep. 03, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 03, 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	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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