What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-09-28 compared with 2021-09-28 · 46 added, 43 removed, 26 unchanged (77% of the section changed)

2 unchanged sentences

Our securities are currently not listed on any exchange, and we do not intend to list our securities on any securities exchange until at least 2024.

Therefore, we do not expect a public market for them to develop in

the foreseeable future.

Therefore, we do not expect a public

market for them to develop in the foreseeable future.

Therefore, a stockholder may not be able to sell our stock at a time or price acceptable to the stockholder, if at all.

Our public offering to sell our shares of common stock terminated in October 2020.

We may not generally issue and sell our common stock at a price below net asset value per share.

We may, however, sell our common

stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value per share of our common stock if our Board of Directors determines that such sale is in the best interests of the Company and our

stockholders, and our stockholders approve such sale.

In any such case, the price at which our securities are to be issued and sold may not be less than a price that, in the determination of our Board of Directors, closely approximates the market

value of such securities (less any distributing commission or discount).

As of September 28, 2021, we had 13,342,821.24 shares of common stock outstanding, held by a total of 3,157 stockholders.

As of September 28, 2022, we had 13,295,626.16 and 321,624.94 shares of common stock and preferred stock, respectively, outstanding, held by a total of 3,139 common stockholders and 163

preferred stockholders, respectively.

Distributions and Taxable Income

We pay quarterly distributions to stockholders to the extent that we have income from operations available.

Our quarterly distributions, if any, will be determined by our Board of Directors after a review and

distributed pro-rata to holders of our shares;

We typically pay quarterly distributions to stockholders to the extent that we have income from operations available.

Our quarterly distributions, if any, will be determined by our

Board of Directors after a review and distributed pro-rata to holders of our shares;

we declare distributions on a monthly basis, but pay each quarter.

Any distributions to our stockholders will be declared out of assets legally available for distribution.

In no event are we permitted

to borrow money to make distributions if the amount of such distribution would exceed our annual accrued and received revenues, less operating costs.

Distributions in kind are not permitted, except as provided in our Charter.

Any distributions to our stockholders will be declared out of assets legally available

for distribution.

In no event are we permitted to borrow money to make distributions if the amount of such distribution would exceed our annual accrued and received revenues, less operating costs.

Distributions in kind are not permitted,

except as provided in our Charter.

We have elected to be treated as a REIT under the Code.

As a REIT, we are not subject to federal income taxes on amounts that we distribute to the stockholders, provided that, on an annual basis, we distribute at

least 90% of our REIT taxable income to the stockholders and meet certain other conditions.

To the extent that we satisfy the annual distribution requirement but distribute less than 100% of the taxable income, we will either be subject to U.S.

As a REIT, we are not subject to federal income taxes on amounts that we distribute to the stockholders, provided that, on an

annual basis, we distribute at least 90% of our REIT taxable income to the stockholders and meet certain other conditions.

To the extent that we satisfy the annual distribution requirement but distribute less than 100% of the taxable

income, we will either be subject to U.S.

federal corporate income tax on our undistributed taxable income or 4% excise tax on catch-up distributions paid in the subsequent year.

We are also subject to tax on built-in gains we realize during the first five years following REIT election.

We have a dividend reinvestment plan (“DRIP”) that provides for reinvestment of our dividends and other distributions on behalf of stockholders for any individual stockholder who elects to participate in the DRIP,

provided that the DRIP is permitted by the state in which the stockholders resides.

We are also subject to tax on built-in gains we realize

during the first five years following REIT election.

We have a dividend reinvestment plan (“DRIP”) that provides for reinvestment of our dividends and other distributions on behalf of stockholders for any individual stockholder who elects

to participate in the DRIP, provided that the DRIP is permitted by the state in which the stockholders resides.

We can offer no assurance that we will achieve results that will permit the payment of any cash distributions.

On March 31, 2020, after assessing the impacts of the Covid-19 pandemic, the Company’s Board of Directors unanimously approved the suspension of regular quarterly distributions to the Company’s stockholders,

effective immediately.

On May 10, 2021, the Board of Directors reinstated the quarterly distributions after reassessing the cash flow of the Company and intends to

continue such distribution so long as it is supported by the previous quarter’s income, but may increase or decrease the distribution accordingly.

On March 31, 2020, after assessing the impacts of the COVID-19 pandemic, our Board of Directors unanimously approved the suspension of regular quarterly distributions to our

stockholders.

On May 10, 2021, the Board of Directors reinstated the quarterly distributions after reassessing our cash flow and intends to continue such distribution so long as it is supported by the previous quarter’s income, but may

increase or decrease the distribution accordingly.

During the years ended June 30, 2022 and 2021, we issued 128,740.66 and 22,143.48 shares of our common stock, respectively, in connection with the DRIP.

The following tables reflect the distributions per share that the Company has declared on its common stock during the years ended June 30, 2021 and 2020:

Distributions

During the Quarter Ended

June 30, 2021

Distributions

During the year ended June 30,

2022, we issued 36.70 shares of our preferred stock, in connection with the DRIP.

The following tables reflect the dividends per share that we have declared during the years ended June 30, 2022 and 2021:

Preferred stock

During the Quarter Ended

2 unchanged sentences

March 31, 2022

June 30, 2022

During the Quarter Ended

June 30, 2021

*$0.06 per share dividend was declared for the quarter ended June 30, 2021.

Recent Sale of Unregistered Securities

As part of the merger agreement between our wholly owned subsidiary, Merger Sub, and FSP Satellite, the former shareholders of FSP Satellite received cash or shares of the Company,

based upon their election.

Upon closing of the merger on June 1, 2022, 3,172 units of common shares and 550 units of preferred shares of the Company were issued at a stated value of $10.25 and $25 per unit, respectively.

The private placement of our common shares was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D

Issuer Purchases of Equity Securities

The following table presents information with respect to the Company’s purchases of its common stock during the years ended June 30, 2021 and 2020:

The following table presents information with respect to our purchases of our common stock during the years ended June 30, 2022 and 2021:

Total Number of Shares

5 unchanged sentences

Value of Shares That

Purchased Under

Publicly Announced

May Yet Be Purchased

Under Publicly

Announced Plans

During the year ended June 30, 2022:

April 22, 2021 through May 12, 2021

December 1, 2021 through December 31, 2021

January 1, 2022 through February 28, 2022

March 1, 2022 through March 31, 2022

June 1, 2022 through June 30, 2022

During the year ended June 30, 2021:

August 13, 2019 through September 16, 2019

November 18, 2019 through December 19, 2019

February 14, 2020 through March 18, 2020

The share repurchase program began in December 2015 and continued until suspended in May 2020.

The program resumed again in March 2021.

The program allowed the repurchase of up to 5% of the weighted average number of Shares, subject to sufficient funds in the DRIP.

[RESERVED] SELECTED FINANCIAL DATA

This item has been removed and reserved pursuant to SEC order.

April 22, 2021 through May 12, 2021

*Purchased through third-party auction as the highest bidder.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity