What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-09-28 compared with 2022-09-28 · 55 added, 46 removed, 26 unchanged (80% 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.

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

As of September 28, 2023, we had 13,305,608.63 shares of our common stock and 727,506.11 shares of our Series A preferred stock outstanding, held by a total of 3,137 common stockholders and 373 Series A

preferred stockholders, respectively.

Distributions and Taxable Income

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;

Distributions to Stockholders

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 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.

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.

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.

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

generally distribute at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding any net capital gain) to the stockholders and meet certain other conditions.

To the extent that we

satisfy the annual distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to U.S.

federal corporate income tax on our undistributed REIT taxable income.

In addition, we will be subject to

a 4% nondeductible excise tax if the actual amount that we pay to our stockholders in a calendar year is less than a minimum amount specified under U.S.

federal tax laws.

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 reside.

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, 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.

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, 2023 and 2022:

5 unchanged sentences

June 30, 2023

Preferred stock

During the Quarter Ended

September 30, 2021

December 31, 2021

March 31, 2022

June 30, 2022

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

*$0.06 per share of dividend for the quarter ended June 30, 2021 was declared subsequently in July 2021;

therefore, it is included in the dividend declared during the quarter ended September 30, 2021.

During the years ended June 30, 2023 and 2022, we issued 189,289.44 and 128,740.66 shares of our common stock, respectively, in connection with the DRIP.

During the years ended June 30, 2023 and 2022,

we issued 735.66 and 36.70 shares of our Series A preferred stock, respectively, in connection with the DRIP.

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

During the year ended June 30, 2023, we issued 552,587.88 Series A preferred shares with total gross proceeds of $13,408,089, as well as 735.56 Series A preferred shares with total gross proceeds of

$75,379 under the DRIP related to the Series A preferred, pursuant to the Company’s Regulation A Series A preferred stock offering.

During the year ended June 30, 2022, we issued 119,380 Series A preferred shares with gross proceeds of $2,957,530, as well as 36.70 Series A preferred shares with total gross proceeds of $826 under the

DRIP related to the Series A preferred, pursuant to the Company’s Regulation A Series A preferred stock offering.

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

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

Effective April 1, 2023 and July 1, 2022, we issued 4,309.17 and 169.67 shares of common stock, respectively, at a stated value of $10.25 per share to Class A unit holders of the Operating Partnership

who exercised their option to convert their Class A units to our common stock.

Effective March 1, 2022, we issued 212 shares of common stock at a stated value of $10.25 per share to Class A unit holders of the Operating Partnership

who exercised their option to convert their Class A units to our common stock.

These private placements of our common and preferred shares were 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 our purchases of our common stock during the years ended June 30, 2022 and 2021:

Total Number of Shares

Average Price Paid Per

Total Number of Shares

Purchased as Part of

Publicly Announced

Maximum Dollar

Value of Shares That

May Yet Be Purchased

Under Publicly

Announced Plans

The following table presents information with respect to our purchases of our common stock and preferred stock during the years ended June 30, 2023 and 2022:

Execution Date

Total Number of Shares Purchased

Average Price Paid Per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans

Maximum Dollar Value of Shares That May Yet Be Purchased Under Publicly Announced Plans

During the year ended June 30, 2023

Common stocks

September 1, 2022 through September 30, 2022

December 1, 2022 through December 31, 2022

January 1, 2022 through February 28, 2022

March 1, 2023 through March 31, 2023

June 1, 2023 through June 30, 2023

Preferred stocks

April 1, 2023 through April 30, 2023

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

*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