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Note 16 - Subsequent Events
6 Months Ended
Jun. 30, 2025
Notes to Financial Statements  
Subsequent Events [Text Block]

16. SUBSEQUENT EVENTS

 

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued. Based upon this review, except as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than those disclosed below.

 

On July 8, 2025, the Company declared a dividend on its 9.375% Series D Cumulative Redeemable Perpetual Preferred Stock (the “Series D Preferred Stock”) for the months of July 2025, August 2025 and September 2025.  In accordance with the terms of the Series D Preferred Stock, the July 2025 Series D dividend will be payable in cash in the amount of $0.19531 per share on August 15, 2025, to stockholders of record of Series D Preferred Stock as of the dividend record date of July 31, 2025. The August 2025 Series D dividend will be payable in cash in the amount of $0.19531 per share on September 15, 2025, to stockholders of record of Series D Preferred Stock as of the dividend record date of August 31, 2025. The September 2025 Series D dividend will be payable in cash in the amount of $0.19531 per share on October 15, 2025, to stockholders of record of Series D Preferred Stock as of the dividend record date of September 30, 2025.

 

On July 14, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) for the purpose of raising approximately $2.05 million in gross proceeds for the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell in a registered direct offering (the “Offering”), (i) 140,000 shares (the “Public Shares”) of its Series A Common Stock  and (ii) pre-funded warrants to purchase up to 30,830 shares (the “Pre-Funded Warrant Shares”) of Series A Common Stock (the “Pre-Funded Warrants”). Each Public Share and accompanying Pre-Funded Warrant were sold together at a combined offering price of $12.00. The Pre-Funded Warrants were immediately exercisable at a nominal exercise price of $0.0001 and were exercised on July 14, 2025 in full.

 

The closing of the sales of the Securities pursuant to the Purchase Agreement occurred on  July 15, 2025, subject to customary closing conditions. The net proceeds to the Company after deducting the Placement Agent’s fees and the Company’s estimated offering expenses are expected to be approximately $1.7 million. The Company intends to use the net proceeds from the Offering for working capital and for other general corporate purposes including to potentially acquire additional properties.

 

In addition, in connection with the Purchase Agreement, the Company and the Purchaser entered into an Amendment to Series A Common Stock Purchase Warrants (the “Amendment”). The Amendment amends certain warrants to purchase 200,000 shares of Series A Common Stock purchased by the Purchaser on July 14, 2021 to (i) reduce the exercise price to $12.00 per share from $55 per share and (ii) extend the termination date to July 16, 2030 from July 16, 2026. Pursuant to the Stock Purchase Agreement, the Company agreed to file a resale registration statement to register the shares of Series A Common Stock underlying such warrants within 30 days of the closing of the offering and to cause the registration statement to go effective within 60 days of the closing.

 

Pursuant to the terms of the Purchase Agreement and subject to certain exceptions as set forth in the Purchase Agreement, for a period of 15 days after the closing of the offering, the Company may not, without the prior written consent of the Placement Agent and the Purchaser and subject to certain exceptions, (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Series A Common Stock or common stock equivalent or (ii) file any registration statement or any amendment or supplement thereto. In addition, pursuant to the terms of the Purchase Agreement, for a period of 60 days after the closing of the offering, the Company shall be prohibited from effecting or entering into an agreement to effect any variable rate transaction, with the exceptions that (i) the Company may enter into an at-the-market sales facility with the Placement Agent; (ii) file a registration statement with respect to an at-the-market sales facility with the Placement Agent; and (iii) beginning 30 days after closing, may make sales pursuant to an at-the-market sales facility with the Placement Agent.

 

On August 6, 2024, the Company refinanced the mortgage loan on our Genesis Plaza property, and entered into a loan agreement for $6.25 million, a term of four years, with an interest rate of 7.07%.