What changed in this filing

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Item 9A. Controls and Procedures

2025-03-31 compared with 2024-04-16 · 609 added, 423 removed, 1071 unchanged (49% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-14(c).

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As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.

In connection with the preparation and audit of the financial statements as of and for the fiscal year ended December 31, 2023, a material weakness was identified in our internal control over financial reporting.

In connection with the preparation and audit of the financial statements as of and for the fiscal year ended December 31, 2024, our disclosure controls and procedures were effective and were operating at a reasonable assurance level.

s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in

Internal Control —

Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

Based on our evaluation under the framework in

Integrated Framework, our management concluded that our internal controls over financial reporting were effective as of

December 31, 2024.

This annual report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding our internal control over financial reporting as such report is not required for the Company.

Changes in Internal Control over Financial Reporting

During the year ended December 31, 2023, a material weakness was identified in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected on a timely basis.

This material weakness primarily relates to a non-recuring significant transaction for income tax provision under ASC 740, Income Taxes , and comprises the following:

We lack a formal review and approval process in connection with the annual income tax provision, specifically related to REIT and non-REIT subsidiaries and the ownership of Conduit shares received by the Company in the de-SPAC transaction on September 22, 2023.

This material weakness primarily related to a non-recuring significant transaction for income tax provision under ASC 740, Income Taxes , and comprised the following:

We lacked a formal review and approval process in connection with the annual income tax provision, specifically related to REIT and non-REIT subsidiaries and the ownership of Conduit shares received by the Company in the de-SPAC transaction on September 22, 2023.

We did not design adequate internal controls under an appropriate financial reporting framework, including monitoring controls and certain entity level controls with regards to the income tax provision.

If this material weakness is not remediated, it could result in a misstatement of account balances or disclosures that would result in a material misstatement to the annual or interim financial statements that would not be prevented or detected.

We are implementing measures designed to improve our internal control over financial reporting to remediate this material weakness, although they have not been fully remediated as of the date of this filing.

The material weakness will not be considered remediated until our remediation plan has been fully implemented, the applicable controls operate for a sufficient period of time, and we have concluded, through testing, that the newly implemented and enhanced controls are operating effectively.

We commenced the remediation plan and will be documenting and implementing such plan, followed with testing such controls over time.

We cannot predict the success of such efforts or the outcome of its assessment of the remediation efforts.

Our efforts may not remediate this material weakness in our internal control over financial reporting, or additional material weaknesses may be identified in the future.

A failure to implement and maintain effective internal control over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements and could cause us to fail to meet our reporting obligations, any of which could diminish investor confidence in us and cause a decline in the price of our common stock.

Changes in Internal Control over Financial Reporting

We are adding controls around the calculation and preparation of income tax provisions and expenses, we are engaging with third party experts, and will continually identify and monitor the taxable status of each subsidiary for annual reporting.

We have implemented measures designed to improve our internal control over financial reporting to remediate this material weakness.

The material weakness is considered remediated and our remediation plan has been fully implemented, the applicable controls have operated for a sufficient period of time, and we have concluded, through testing, that the newly implemented and enhanced controls are operating effectively.

We commenced the remediation plan during 2024 and have documented such plan, followed with testing such controls over time.

We added controls around the calculation and preparation of income tax provisions and expenses, we engaged with third party experts, and continually identified and monitored the taxable status of each subsidiary for annual reporting.

There were no additional changes in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Furthermore, we do not believe that these controls have been impacted by COVID-19 related circumstances, including remote work arrangements with our employees.

Management ’ s Report on Internal Control over Financial Reporting

Our Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).

Under the supervision and with the participation of our Management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework).

Based on our evaluation under the framework in Internal Control — Integrated Framework, our Management concluded that our internal controls over financial reporting were not effective as of December 31, 2023.

Limitations on the Effectiveness of Controls

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations.

Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion or improper management override.

Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.

However, these inherent limitations are known features of the financial reporting process.

Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

OTHER INFORMATION

During the three months ended December 31, 2024 , no director or officer of the Company adopted or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is set forth under the captions “Board of Directors” and “Executive Officers of the Company” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023 pursuant to Regulation 14A, and is incorporated herein by reference.

Except as set forth below, the information required by this item is set forth under the captions “Board of Directors” and “Executive Officers of the Company” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024 pursuant to Regulation 14A, and is incorporated herein by reference.

Insider Trading Policy

The Company has adopted an insider trading policy governing the purchase, sale, and/or other disposition of its securities by its directors, officers, employees and independent contractors that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to the Company.

Directors, executive officers, employees and other related persons may not buy, sell or engage in other transactions in the Company’s shares while aware of material non-public information;

buy or sell securities of other companies while aware of material non-public information about those companies that they became aware of as a result of business dealings between the Company and those companies;

or disclose material non-public information to any unauthorized persons outside of the Company.

The policy also restricts trading and other transactions for a limited group of Company employees (including executives and directors) to defined window periods that follow the Company's quarterly earnings releases and restricts trading and other transactions following announcement of a share repurchase program.

A copy of such policy is filed hereto as Exhibit 19.1.

EXECUTIVE COMPENSATION

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The information required by this item is set forth under the caption “Related Party Transactions” in our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024 pursuant to Regulation 14A, and is incorporated herein by reference.

PRINCIPAL ACCOUNT ING FEES AND SERVICES

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is set forth under the caption “Independent Registered Public Accounting Firm Fees and Services” in our definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024 pursuant to Regulation 14A, and is incorporated herein by reference.

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Articles Supplementary classifying and designating an additional 115,000 shares of the Series D Preferred Stock (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on June 15, 2021).

Articles Supplementary relating to election to be subject to Section 3-803 of the Maryland General Corporation Law (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on March 22, 2024).

Articles Supplementary classifying and designating an additional 80,000 shares of the Series D Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on June 24, 2024).

Second Amended and Restated Bylaws of Presidio Property Trust, Inc.

(incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on October 19, 2017).

Form of Series A Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form 10-12B filed on May 6, 2008).

Description of Securities (incorporated by reference to Exhibit 4.2 of the Company ’ s Annual Report on Form 10-K filed on March 30, 2022).

Description of Securities *

Form of Common Stock Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on July 14, 2021).

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Form of Restricted Stock Agreement under 2017 Incentive Award Plan (incorporated by reference to Exhibit 10.25 of the Company’s Registration Statement on Form S-11/A filed on January 17, 2018).

Form of Placement Agency Agreement, dated as of July 12, 2021, by and between the Company and the Placement Agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on July 14, 2021).

Form of Securities Purchase Agreement, dated as of July 12, 2021, by and between the Company and the Purchaser (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on July 14, 2021).

At-The-Market Offering Agreement dated November 8, 2021, by and between Presidio Property Trust, Inc.

and The Benchmark Company, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 9, 2021).

Ninth Amendment to Loan Agreement signed August 19, 2021 (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on August 25, 2021).

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Employment agreement with Steven Hightower (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 9, 2024)

Cooperation Agreement by and between Presidio Property Trust, Inc.

and Zuma Capital Management, LLC and the other parties named as signatories thereto, dated May 9, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the Commission on May 10, 2024).

Underwriting Agreement dated June 20, 2024, by and between the Company and The Benchmark Company, LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K, filed with the Commission on June 24, 2024).

Code of Ethics (incorporated by reference to Exhibit 14 of the Company’s Annual Report on Form 10-K filed on March 30, 2021).

Insider Trading Policy, effective September 19, 2022.*

Subsidiaries of the Registrant.*

Consent of Independent Registered Public Accounting Firm *

Certificate of the Company’s Chief Executive Officer (Principal Executive Officer) pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy of the Company *

Clawback Policy of the Company (incorporated by reference to Exhibit 97.1 of the Company’s Annual Report on Form 10-K filed on April 16, 2024).

Inline XBRL Instance Document (the I nstance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

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Denotes a compensatory plan or arrangement

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PRESIDIO PROPERTY TRUST, INC.

Chief Executive Officer and Chairman of the Board

(Principal Executive Officer)

March 31, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Director, Chairman of the Board and Chief Executive Officer

April 15, 2024

March 31, 2025

(Principal Executive Officer)

/s/ Ed Bentzen

Chief Financial Officer

April 15, 2024

Chief Financial Officer (Principal Financial and Accounting Officer)

March 31, 2025

/s/ Steven Hightower

April 15, 2024

March 31, 2025

Steven Hightower

/s/ Jennifer A.

April 15, 2024

March 31, 2025

/s/ Elena Piliptchak

March 31, 2025

Elena Piliptchak

March 31, 2025

/s/ Tracie Hager

April 15, 2024

March 31, 2025

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 569 )

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 23)

FINANCIAL STATEMENTS:

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Notes to Consolidated Financial Statements

Financial Statement Schedules:

Schedule III - Real Estate Assets and Accumulated Depreciation and Amortization

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Presidio Property Trust, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Presidio Property Trust, Inc (the “Company”) as of December 31, 2024, the related consolidated statements of operations, equity, and cash flows for the year then ended, and the related notes and financial statement Schedule III – Real Estate and Accumulated Depreciation and Amortization (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the (consolidated) financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the (consolidated) financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment of Real Estate Assets, net

The Company’s real estate assets, inclusive of real estate assets held for sale, totaled $127.6 million as of December 31, 2024.

As more fully described in Note 2 to the consolidated financial statements, the Company reviews its real estate assets for impairment on a property-by-property basis.

Impairment is recognized on a property held for use when the expected undiscounted cash flows for a property are less than the carrying amount at which time the property is written down to fair value.

Impairment is recognized on a property held for sale when the fair value less costs to sell is less than the carrying amount.

The calculation of both discounted and undiscounted cash flows requires management to make estimates of future cash flows that are determined based on a number of inputs and assumptions such as the intended hold period, market rental rates, leasing assumptions, capitalization rates and discount rates.

For the year ended December 31, 2024, the Company recorded approximately $1.8 million of impairment related to its real estate assets.

We identified the auditing of the Company’s impairment assessment for real estate assets as a critical audit matter.

Auditing the Company’s impairment assessment for real estate assets is especially challenging due to the high degree of auditor judgement, subjectivity, and effort, including the need to involve our valuation specialists, in evaluating management’s identification of indicators of potential impairment for certain real estate assets, and in determining the future cash flows and estimated fair values, where applicable, for certain real estate assets where indicators of impairment were determined to be present.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming an overall opinion on the consolidated financial statements.

Our audit procedures related to the matter included the following, among others:

Evaluating the significant judgments applied in determining whether indicators of impairment were present, including the intended hold period, obtaining evidence to corroborate management’s judgments, and searching for evidence contrary to such judgments.

Testing the mathematical accuracy of the valuation models for certain real estate assets.

Involving our valuation professionals with specialized skills and knowledge in (1) evaluating the reasonableness of the valuation methodology and (2) testing the underlying assumptions such as the market rental rates, leasing assumptions, capitalization rates and discount rates used to estimate future cash flows and, where applicable, fair values for certain real estate assets.

The evaluation included comparison of Company assumptions to independently developed ranges using market data from industry transaction databases and published industry reports.

Evaluating whether the assumptions used by management were consistent with evidence obtained in other areas of the audit.

/s/ Moss Adams

Irvine, California

March 31, 2025

We have served as the Company’s auditor since 2024.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of Presidio Property Trust, Inc.

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We have audited the accompanying consolidated balance sheets of Presidio Property Trust, Inc.

and Subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, equity and cash flows, for the years then ended, and the related notes to the consolidated financial statements and schedule in Item 15 (2), Schedule III – Real Estate and Accumulated Depreciation and Amortization (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

and Subsidiaries (the Company) as of December 31, 2023, the related consolidated statements of operations, equity and cash flows, for the years then ended, and the related notes to the consolidated financial statements and schedule in Item 15 (2), Schedule III – Real Estate and Accumulated Depreciation and Amortization (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Real Estate Asset Impairment Assessment

Critical Audit Matter Description

At December 31, 2023, the Company’s net investment in real estate assets was approximately $144 million.

As more fully described in note 4, the Company periodically evaluates its long-lived assets, including its investment in real estate, for impairment.

The judgments and assumptions regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, legal and environmental concerns, and the Company’s intent and ability to hold the related asset.

If the expected future undiscounted cash flows are less than the carrying amount of the long-lived asset, an impairment loss is recognized for the difference between the estimated fair value and the carrying amount.

Auditing the Company's process to evaluate indicators of impairment was complex due to a high degree of subjectivity in the identification of events or changes in circumstances that may indicate impairment was present.

Changes in these judgments could have a material impact on the Company’s analysis.

How We Addressed the Matter in Our Audit

The primary procedures we performed to address this critical audit matter included:

● Evaluated the judgements used by management to identify whether indicators of impairment were present and tested the significant assumptions and completeness and accuracy of market and operating data used by the Company in its analysis.

● We compared the significant assumptions used by management to current market data and performed sensitivity analysis of certain significant assumptions, such as capitalization rates and future cash flows.

● We also held discussions with management and read minutes of meetings of the Board of Directors and related committees to understand whether there were any changes in management’s operating and development plans that would result in the disposal of a property significantly before the end of its useful life.

/s/ Baker Tilly US, LLP

We have served as the Company's auditor since 2009.

Irvine, California

April 15, 2024

April 15, 2024 (March 31, 2025, as to the effects of the adoption of ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , described in Note 2)

We began serving as the Company's auditor in 2009.

In 2024 we became the predecessor auditor.

Presidio Property Trust, Inc.

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Investment in Conduit Pharmaceuticals marketable securities (see Notes 2 & 9)

206,177 18,318,521

Deferred tax asset

298,645 346,762

Other assets, net (see Note 6)

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14,973,150 31,806,854

Investments held in Trust (see Notes 2 & 9)

TOTAL ASSETS (1)

$ 142,569,650 $ 175,962,638

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3,290,170 4,770,845

Accounts payable and accrued liabilities of SPAC (see Notes 2 & 9)

Accrued real estate taxes

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Below-market leases, net

13,266 18,240

Total liabilities

107,624,495 114,640,568

Commitments and contingencies (Note 2 & 9):

SPAC Class A common stock subject to possible redemption;

none as of December 31, 2023 and 13,225,000 shares as of December 31, 2022 (at $ 10.45 per share), net of issuance cost of approximately $ 6,400,000

— 130,411,135

Commitments and contingencies (see Note 10)

Series D Preferred Stock, $ 0.01 par value per share;

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$ 142,569,650 $ 175,962,638

(1) As of December 31, 2024 and 2023, includes approximately $11.4 million and $18.1 million, respectively, of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities.

See Notes to Consolidated Financial Statements

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Rental income

$ 16,743,231 $ 17,203,310

Fees and other income

892,383 560,971

Total revenue

17,635,614 17,764,281

Costs and expenses:

Rental operating costs

5,962,918 5,841,396

General and administrative

6,790,432 6,163,816

Depreciation and amortization

5,425,739 5,465,015

Impairment of goodwill and real estate assets

Total costs and expenses

21,426,186 17,470,227

Other income (expense):

Interest expense - mortgage notes

( 5,004,889 ) ( 4,712,487 )

Gain on sale of marketable securities, net (excluding Conduit marketable securities)

1,414,420 2,018,847

Interest and other income, net

20,878 21,075

Gain on sales of real estate, net

3,240,200 5,079,912

Loss on Conduit marketable securities (see footnote 9)

( 23,359,774 ) —

Net loss in Conduit Pharmaceuticals marketable securities (see footnote 9)

Gain on deconsolidation of SPAC (see footnote 9)

Income tax (expense) benefit

335,780 ( 1,215,873 )

Total other income, net

16,968,098 1,191,474

13,177,526 1,485,528

Total other (loss) income, net

Net (loss) income

Income attributable to noncontrolling interests

( 3,031,080 ) ( 3,612,647 )

Net income (loss) attributable to Presidio Property Trust, Inc.

$ 10,146,446 $ ( 2,127,119 )

Net (loss) income attributable to Presidio Property Trust, Inc.

Preferred Stock Series D dividends

( 2,118,846 ) ( 2,152,740 )

Series A Warrant dividend

— ( 2,456,512 )

Net income (loss) attributable to Presidio Property Trust, Inc.

Net (loss) income attributable to Presidio Property Trust, Inc.

common stockholders

$ 8,027,600 $ ( 6,736,371 )

Net income (loss) per share attributable to Presidio Property Trust, Inc.

Net (loss) income per share attributable to Presidio Property Trust, Inc.

common stockholders:

Basic & Diluted

$ 0.68 $ ( 0.57 )

Weighted average number of common shares outstanding - basic & dilutive

11,847,814 11,753,041

See Notes to Consolidated Financial Statements

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( 138,341,750

Net (loss) income

— — — — — ( 2,127,119 ) ( 2,127,119 ) 3,612,647 1,485,528

Vesting of restricted stock

— — 404,804 4,048 1,884,945 — 1,888,993 — 1,888,993

Dividends paid to Series A common stockholders

— — — — — ( 3,114,456 ) ( 3,114,456 ) — ( 3,114,456 )

Dividends to Series D preferred stockholders

— — — — — ( 2,152,741 ) ( 2,152,741 ) — ( 2,152,741 )

Remeasurement of SPAC common stock subject to possible redemption upon IPO, Public Warrants and Private Placement Units, net of offering costs

— — — — ( 4,023,113 ) — ( 4,023,113 ) — ( 4,023,113 )

Remeasurement of SPAC shares to redemption value

— — — — ( 1,876,183 ) — ( 1,876,183 ) — ( 1,876,183 )

Distributions in excess of contributions received

— — — — — — — ( 4,412,046 ) ( 4,412,046 )

Repurchase of Series A Common Stock, at cost

— — ( 196,631 ) ( 1,966 ) ( 311,423 ) — ( 313,389 ) — ( 313,389 )

Restricted stock-based compensation

Remeasurement of SPAC shares to redemption value

Accrued excise tax on SPAC redemptions

Reversal of accrued excise tax on SPAC redemptions prior to deconsolidation

Repurchase of Series D preferred stock, at cost

( 6,013 ) ( 60 ) — — ( 122,081 ) — ( 122,141 ) — ( 122,141 )

Balance, December 31, 2022

913,987 $ 9,140 11,807,893 $ 118,079 $ 182,044,157 $ ( 138,341,750 ) $ 43,829,626 $ 9,013,446 $ 52,843,072

— — — — — 10,146,446 10,146,446 3,031,080 13,177,526

Issuance of stock-based compensation Common Stock

Vesting of restricted stock

— — 457,168 4,572 1,041,811 — 1,046,383 — 1,046,383

Dividends paid to Series A common stockholders

Balance, December 31, 2023

( 131,508,785

Net (loss) income

Dividends to Series D preferred stockholders

— — — — — ( 2,118,846 ) ( 2,118,846 ) — ( 2,118,846 )

Distributions in excess of contributions received

— — — — — — — ( 1,676,639 ) ( 1,676,639 )

Remeasurement of SPAC shares to redemption value

— — — — ( 405,994 ) — ( 405,994 ) — ( 405,994 )

Restricted stock-based compensation

Repurchase of Series A Common Stock, at cost

Repurchase of Series D preferred stock, at cost

( 23,041 ) ( 231 ) — — ( 369,755 ) — ( 369,986 ) — ( 369,986 )

Issuance of preferred stock Series D preferred stock, net of issuance costs

Issuance of Series A Common Stock

Vesting of Restricted Series A Common Stock

Issuance of stock-based compensation Common Stock

Return of stock-based compensation by CEO

Balance, December 31, 2024

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Cash flows from operating activities:

$ 13,177,526 $ 1,485,528

Adjustments to reconcile net income to net cash provided by operating activities:

Net (loss) income

Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:

Depreciation and amortization

5,425,739 5,465,015

Stock compensation

989,515 1,204,106

Bad debt expense

28,880 73,055

Gain on sale of real estate assets, net

( 3,240,200 ) ( 5,079,912 )

Gain on deconsolidation of SPAC investment

( 40,321,483 ) —

Net change in Conduit fair value marketable securities

Net change in fair value marketable securities

Employee Bonuses paid with CDT stock

Net loss in Conduit Pharmaceuticals fair value marketable securities

Net loss (gain) in fair value marketable securities

Net change in fair value SPAC Trust Account

( 1,414,420 ) ( 1,976,183 )

Impairment of goodwill and real estate assets

Amortization of financing costs

345,880 240,090

Amortization of below-market leases

( 4,974 ) ( 54,890 )

Amortization of deferred leasing costs

Straight-line rent adjustment

( 332,055 ) ( 252,759 )

Changes in operating assets and liabilities:

( 211,023 ) 1,050,221

Deferred tax asset

( 346,762 ) —

Accounts payable and accrued liabilities

60,556 ( 1,539,727 )

Accounts payable and accrued liabilities for the SPAC

652,577 417,975

Accrued real estate taxes

73,212 ( 61,038 )

Net cash provided by operating activities

1,489,839 928,817

Net cash (used in) provided by operating activities

Cash flows from investing activities:

Real estate acquisitions

( 21,909,963 ) ( 15,673,575 )

Additions to buildings and tenant improvements

( 6,663,116 ) ( 2,107,505 )

Investment in marketable securities

( 2,161,724 ) ( 1,762,095 )

Proceeds from sale of marketable securities

2,974,910 2,363,063

Investment of SPAC IPO proceeds into Trust Account

( 624,998 ) ( 134,895,000 )

Withdrawals from Trust Account for SPAC taxes

Withdrawals from Trust Account for Redemption of SPAC Shares

137,157,011 —

Deletions / (additions) to deferred leasing costs

7,744 ( 70,889 )

Proceeds from sales of real estate, net

10,698,386 25,768,334

Net cash provided by (used in) investing activities

120,310,730 ( 126,377,667 )

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds from mortgage notes payable, net of issuance costs

20,804,277 20,288,093

Payment of debt issuance costs

Repayment of mortgage notes payable

( 10,089,026 ) ( 11,958,568 )

Payment of deferred offering costs

( 5,000 ) ( 3,201,266 )

Distributions to noncontrolling interests, net

( 1,676,639 ) ( 4,412,046 )

Proceeds from initial public offering of SPAC

— 134,024,416

SPAC offering non-controlling interest adjustment

— ( 1,774,416 )

Distributions to noncontrolling interests

Contributions from noncontrolling interests

Redemption of SPAC shares

( 137,157,011

Issuance of Series D Preferred Stock, net of offering costs

Repurchase of Series A Common Stock, at cost

— ( 313,389 )

Repurchase of Series D Preferred Stock, at cost

( 369,986 ) ( 122,141 )

Dividends paid to Series D Preferred Stockholders

( 2,118,846 ) ( 2,152,741 )

Dividends paid to Series A Common Stockholders

( 1,194,635 ) ( 3,114,456 )

Net cash (used in) provided by financing activities

Net cash (used in) financing activities

( 132,053,423

Net (decrease) increase in cash equivalents and restricted cash

( 10,006,297 ) 1,814,636

Cash, cash equivalents and restricted cash - beginning of period

16,516,725 14,702,089

Cash, cash equivalents and restricted cash - end of period

$ 6,510,428 $ 16,516,725

Supplemental disclosure of cash flow information:

Interest paid-mortgage notes payable

$ 4,962,458 $ 4,110,288

Income taxes paid

$ 533,340 $ 517,902

Non-cash investing activities:

Private warrants from Conduit Pharmaceuticals

Non-cash financing activities:

Potentially convertible common stock for SPAC

$ — $ 134,895,000

Unpaid building and tenant improvements

Dividends payable - Preferred Stock Series D

$ 174,011 $ 178,511

See Notes to Consolidated Financial Statements

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The Company refers to these entities collectively as the "NetREIT Partnerships".

The Company is the general and limited partner in six limited partnerships that purchase model homes and lease them back to homebuilders (Dubose Model Home Investors #202, LP, Dubose Model Home Investors #203, LP, Dubose Model Home Investors #204, LP, Dubose Model Home Investors #205, LP, Dubose Model Home Investors #206, LP, and Dubose Model Home Investors #207, LP).

The Company is the general and limited partner in six limited partnerships that purchase model homes and lease them back to homebuilders as commercial tenants (Dubose Model Home Investors #202, LP, Dubose Model Home Investors #203, LP, Dubose Model Home Investors #204, LP, Dubose Model Home Investors #205, LP, Dubose Model Home Investors #206, LP, and Dubose Model Home Investors #207, LP).

The Company refers to these entities collectively as the "Model Home Partnerships".

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We, together with one of our entities, have elected to treat certain subsidiaries as a taxable REIT subsidiary (a “TRS”) for federal income tax purposes.

Certain activities that we undertake must be conducted by a TRS, such as non-customary services for our tenants, and holding assets that we cannot hold directly.

Certain activities that we undertake must be conducted by a TRS, such as non-customary services for our commercial tenants, and holding assets that we cannot hold directly.

A TRS is subject to federal and state income taxes.

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The Company's anticipated future sources of liquidity may include existing cash and cash equivalents, cash flows from operations, refinancing of existing mortgages, future real estate sales, new borrowings, and the sale of equity or debt securities.

Future capital needs include paying down existing borrowings, maintaining our existing properties, funding tenant improvements, paying lease commissions (to the extent they are not covered by lender-held reserve deposits), and the payment of dividends to our stockholders.

Future capital needs include paying down existing borrowings, maintaining our existing properties, funding tenant improvements on our commercial buildings, paying lease commissions (to the extent they are not covered by lender-held reserve deposits), and the payment of dividends to our stockholders.

The Company is also seeking investments that are likely to produce income and achieve long-term gains in order to pay dividends to our stockholders.

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If necessary, the Company may seek other short-term liquidity alternatives, such as bridge loans, refinancing an unencumbered property or a bank line of credit depending on the credit environment.

Short-term liquidity needs include paying our current operating costs, satisfying the debt service requirements of existing mortgages , completing tenant improvements, paying leasing commissions, and funding dividends to stockholders.

See note 10 Stockholders' Equity for additional information on sale of securities.

Short-term liquidity needs include paying our current operating costs, satisfying the debt service requirements of existing mortgages, completing tenant improvements on our commercial buildings, paying leasing commissions, distributions to non-controlling interests, and funding dividends, if any, to stockholders.

Future principal payments due on mortgage notes payables, during the year ended December 31, 2025 total approximately $ 38.8 million of which $ 8.3 million is related to model home properties.

Management expects certain model home properties can be sold, and that the underlying mortgage notes will be paid off with sales proceeds while other mortgage notes can be refinanced, as the Company has historically been able to do in the past.

Mortgage Notes Payable for additional information on the Dakota Center loan that matured on July 6, 2024.

Additional principal payments will be made with cash flows from ongoing operations.

As the Company continues its operations, it may re-finance, seek additional financing or restructure.

As the Company continues its operations, it may re-finance or seek additional financing.

However, there can be no assurance that any such re-financing or additional financing will be available to the Company on acceptable terms, if at all.

If events or circumstances occur such that the Company does not obtain additional funding, it will most likely be required to reduce its plans and/or certain discretionary spending, which could have a material adverse effect on the Company's ability to achieve its intended business objectives.

Management believes that the combination of working capital on hand and the ability to refinance commercial and model home mortgages will fund operations through at least the next twelve months from the date of the issuance of these audited financial statements.

The Company acquires and o perates income producing properties in three business segments including Office/Industrial Properties, Model Home Properties and Retail Properties.

Customer Concentration.

The Company acquires and operates income producing properties in three business segments including Office/Industrial Properties, Model Home Properties and Retail Properties.

Concentration.

Concentration of credit risk with respect to tenant receivables is limited due to the large number of tenants comprising the Company’s rental revenue.

We had one tenant account for 6.43 % of total rental income for the year ended December 31, 2023 and one tenant accounted for 8.57 % of total rental income for the year ended December 31, 2022 .

We have five commercial properties located in Colorado, four in North Dakota, one in Southern California, one in Texas and one in Maryland.

Our model home properties are concentrated in Texas with a few model homes in Florida and Arizona.

We had one tenant account for 6.07 % of total rental income for the year ended December 31, 2024 .

On December 31, 2022, the lease for our largest tenant at that time, Halliburton Energy Services, Inc.

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We placed approximately $ 1.1 million in a reserve account with our lender to cover future mortgage payments, if necessary, in connection with Halliburton's vacant space, none of which has been used as of December 31, 2024 .

This reserve amount is included in "Cash, cash equivalents and restricted cash" on the balance sheet.

Our management team is working to fill the 45,535 square foot space and has leased approximately 20% of the space to a tenant during 2023 and has reviewed various proposals for the remaining 80%.

As of December 31, 2023, none of the third party proposals have fit into our long-term plans.

We will continue to work on filling the space during 2024.

This reserve amount is included in "Cash, cash equivalents and restricted cash" on the consolidated balance sheet.

Our management team is working to fill the 45,535 square foot space and has leased approximately 54% of the space as of February 2025 and has reviewed various proposals for the remaining 46%.

The following table sets forth certain information with respect to our top 10 tenants at our Office/Industrial and Retail Properties.

As of December 31, 2024 Tenant

Number of Leases

Annualized Base Rent

% of Total Annualized Base Rent

John Hopkins University

1 724,453 6.07 %

Finastra USA Corporation

1 543,600 4.55 %

KLJ Engineering LLC

1 536,080 4.49 %

MasTec North America, Inc.

1 371,106 3.11 %

1 342,692 2.87 %

Wells Fargo Bank, NA

1 300,838 2.52 %

Republic Indemnity of America

1 278,831 2.34 %

Nova Financial & Investment Corporation

1 275,071 2.30 %

Meissner Commercial Real Estate Services

1 270,015 2.26 %

Fredrikson & Byron P.A.

1 249,270 2.09 %

$ 3,891,956 32.60 %

( 1 ) Nova Financial & Investment Corporation was subleasing to OnPoint Medical Group Holdings, LLC (“OnPoint”), until their lease expired in January 2025.

Since October 2024, OnPoint had also been directly leasing a 2,543 square foot space in our Shea Center building.

In January 2025, OnPoint took over 11,831 square foot space from Nova Financial & Investment Corporation, signing an additional 3 -year lease for that space.

( 2 ) Genesis Plaza's occupancy at December 31, 2024 was at 95.6 %.

During the year, the Company invested approximately $74k in building and tenant improvements for the property, expanded the space for Meissner and extended the term of their lease to 2035, and reduced the space used by the Company.

On January 1, 2025, Meissner took possession of the expanded space and Genesis Plaza was 100 % leased.

SIGNIFICANT ACCOUNTING POLICIES

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All significant intercompany balances and transactions have been eliminated in consolidation.

The consolidated financial statements also include the accounts of (a) Murphy Canyon up until September 22, 2023, when they completed their business combination.

Murphy Canyon was a SPAC for which we served as the financial sponsor (as described herein), and which was deemed to be controlled by us as a result of our 65 % equity ownership stake, the overlap of three of our executive officers as executive officers of Murphy Canyon, and significant influence that we could exercise over the funding and acquisition of new operations for an initial business combination ("IBC") (see Note 2, Variable Interest Entity).

The consolidated financial statements also include the accounts of Murphy Canyon up until September 22, 2023, when it completed its business combination.

Murphy Canyon was a special purpose acquisition company ("SPAC") for which we served as the financial sponsor (as described herein), and which was deemed to be controlled by us as a result of our 65 % equity ownership stake, the overlap of three of our executive officers as executive officers of Murphy Canyon, and significant influence that we exercised over the funding and acquisition of new operations for an initial business combination (see Note 2, Variable Interest Entity).

All intercompany balances, prior to deconsolidation and loss of control on September 22, 2023, have been eliminated in consolidation.

3 unchanged sentences

Use of Estimates .

The financial statements were prepared in conformity with U.S.

The consolidated financial statements were prepared in conformity with U.S.

GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.

Significant estimates include the allocation of purchase price paid for property acquisitions between land, building and intangible assets acquired including their useful lives;

valuation of long-lived assets, and the allowance for doubtful accounts, which is based on an evaluation of the tenants’ ability to pay.

Significant estimates include, private warrants, the allocation of purchase price paid for property acquisitions between the components of land, building and intangible assets acquired including their useful lives, valuation of long-lived assets, and the allowance for doubtful accounts, which is based on an evaluation of the tenants’ ability to pay.

Actual results could differ from those estimates.

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The amounts allocated to above or below-market leases are amortized on a straight-line basis as an increase or reduction of rental income over the remaining non-cancelable term of the respective leases.

Amortization of above and below-market rents resulted in a net increase in rental income of appr oximately $ 5,000 and $ 55,000 for the years ended December 31, 2023 and 2022 , respectively.

Amortization of above and below-market rents resulted in a net increase in rental income of approximately $ 4,641 and $ 4,974 for the years ended December 31, 2024 and 2023 , respectively.

The value of in-place leases and unamortized lease origination costs are amortized to expenses over the remaining term of the respective leases, which range from less than a year to ten years.

2 unchanged sentences

The amount allocated to tenant relationships is the benefit resulting from the likelihood of a tenant renewing its lease.

Amortization expense related to these assets was approximately $ 18,000 and $ 0.2 million for years ended December 31, 2023 and 2022 , respectively.

Amortization expense related to these assets was approximately $ 17,526 and $ 17,526 for years ended December 31, 2024 and 2023 , respectively.

Real Estate Held for Sale and Discontinued Operations.

We generally reclassify assets to "held for sale" when the disposition has been approved, it is available for immediate sale in its present condition, we are actively seeking a buyer, and the disposition is considered probable within one year.

Additionally, real estate sold during the current period is classified as “real estate held for sale” for all prior periods presented in the accompanying consolidated financial statements.

Mortgage notes payable related to the real estate sold during the current period are classified as “notes payable related to real estate held for sale” for all prior periods presented in the accompanying consolidated financial statements.

Additionally, real estate sold during the current period is classified as “real estate assets held for sale” for all prior periods presented in the accompanying consolidated financial statements.

Mortgage notes payable related to the real estate sold during the current period are classified as “mortgage notes payable related to properties held for sale” for all prior periods presented in the accompanying consolidated financial statements.

Additionally, we record the operating results related to real estate that has been disposed of as discontinued operations for all periods presented if the operations have been eliminated and represent a strategic shift and we will not have any significant continuing involvement in the operations of the property following the sale.

As of December 31, 2023 , no commercial property met the criteria to be classified as "held for sale" and 15 model homes were classified as held for sale.

Properties considered held for sale are recorded at the lesser of the carrying value or fair value less costs to sell.

As of December 31, 2024 , three commercial properties, Union Town Center, Research Parkway, and Dakota Center met the criteria to be classified as "held for sale", and 9 model homes were classified as "held for sale", but are not considered discontinued operations or a strategic shift in our operations.

Impairments of Real Estate Assets.

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The calculation of both discounted and undiscounted cash flows requires management to make estimates of future cash flows including but not limited to revenues, operating expenses, required maintenance and development expenditures, market conditions, demand for space by tenants and rental rates over long periods.

Since our properties typically have a long life, the assumptions used to estimate the future recoverability of carrying value requires significant management judgment.

Impairment is recognized on a property held for sale when the fair value less costs to sell is less than the carrying amount.

Actual results could be significantly different from the estimates.

These estimates have a direct impact on net income because recording an impairment charge results in a negative adjustment to net income.

The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods.

Properties held for sale are recorded at the lower of the carrying amount or the expected sales price less costs to sell.

Although our strategy is to hold our properties over the long-term, if our strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized to reduce the property to fair value and such loss could be material.

We review the carrying value of each of our real estate properties annually to determine if circumstances indicate an impairment in the carrying value of these investments exists.

During the year ended December 31, 2023 , we recognized a non-cash impairment charge of approximately $ 2.0 million on One Park Center and approximately $ 0.4 million was related to eight model homes.

The impairment charges for One Park Center reflects management’s revised estimate of the fair market value based on sales comparable of like property in the same geographical area as well as an evaluation of future cash flows or an executed purchase sale agreement.

The impairment charge for the eight model homes reflects the estimated sales prices for these specific model homes in 2024 as a result of an abnormally short hold period, less than two years, on model homes purchased in 2022, where the builder changed their product type in these neighborhoods after we had purchased the homes.

We do not believe these losses are indicative of our overall model home portfolio.

As noted above in the Overview section, during the year ended December 31, 2023 , we sold 22 model homes for approximately $ 11.7 million and the Company recognized a gain of approximately $ 3.2 million.

We expect to record a net gain on model home sales in the first quarter of 2024 as well.

The Company did not recognize a non-cash impairment during the year ended December 31, 2022 to our real estate assets.

We review the carrying value of each of our real estate properties regularly to determine if circumstances indicate an impairment in the carrying value of these investments exists.

During the year ended December 31, 2024 , we recognized non-cash impairment charges of approximately $ 1.8 million, with approximately $ 0.4 million related to model homes and approximately $ 1.4 million related to our commercial properties Dakota Center and 300 NP.

The impairment on our commercial property, Dakota Center, was the result of the loan maturing in July and the Company not being able to reach an agreement with the lenders regarding a loan modification or extension.

In October, the lender has agreed to a sale of the property to settle the balance of the non-recourse loan.

Due to the uncertainties in the Fargo market, we decided to impair the property’s book value, in accordance with ASC 360 - 10.

As such, for the year ended December 31, 2024, we recorded an impairment charge of approximately $ 0.7 million.

The impairment on 300 NP, totaling approximately $ 0.7 million, for the year ended December 31, 2024, related to changing cap rates in the area and low historical occupancy.

This property is not listed for sale and has no debt.

Intangible Assets .

Intangible assets, including goodwill and lease intangibles, are comprised of finite-lived and indefinite-lived assets.

Lease intangibles represents the allocation of a portion of the purchase price of a property acquisition representing the estimated value of in-place leases, unamortized lease origination costs, tenant relationships and land purchase options.

Lease intangibles represent the allocation of a portion of the purchase price of a property acquisition representing the estimated value of in-place leases, unamortized lease origination costs, tenant relationships and land purchase options.

Intangible assets that are not deemed to have an indefinite useful life are amortized over their estimated useful lives.

Indefinite-lived assets are not amortized.

Amortization expense of intangible assets that are not deemed to have an indefinite useful life was approximately $ 10,000 and $ 0.1 million, respectively, for the years ended December 31, 2023 and 2022 and is included in depreciation and amortization in the accompanying consolidated statements of operation.

Amortization expense of intangible assets that are not deemed to have an indefinite useful life was approximately and , respectively, for the years ended December 31, 2024 and 2023 and is included in depreciation and amortization in the accompanying consolidated statements of operation.

The Company is required to perform a test for impairment of goodwill and other definite and indefinite lived assets at least annually, and more frequently as circumstances warrant.

Impairment is recognized only if the carrying amount of the intangible asset is considered to be unrecoverable from its undiscounted cash flows and is measured as the difference between the carrying amount and the estimated fair value of the asset.

As of December 31, 2023, prior to any adjustment, the carrying value of the goodwill for NTR Property Management was $ 1.3 million.

As par to the annual testing for goodwill impairment the fair value of NTR Property Management using the Capitalized Cash Flow method and Merger and Acquisition method show an indication of impairment to the goodwill.

Management expects to hold this business for the foreseeable future;

however, in 2023 we experienced increasing payroll costs, and increasing operating expenses along with increased interest rates.

The current market outlook for the Office sector of commercial real estate has been depressed.

All of these factors have led to lower than historical expected future cash flows, resulting in the impairment indication and concluded an enterprise value of NTR Property Management at $ 451,000 .

With an assumed fair market value of $ 451,000 for NTR Property Management, in accordance with ASC 350 and ASC 820, we have recorded an impairment to goodwill for approximately $ 0.8 millionas of December 31, 2023 .

No other impairment was deemed to exist to goodwill at December 31, 2023 and 2022 .

For the year ended December 31, 2024, we have recorded an impairment charge to the goodwill of NTR Property Management for approximately $ 0.2 million.

See Fair Value Measurements below for additional information.

14 unchanged sentences

At December 31, 2023 , the Company had approximately $ 0.7 million in deposits in financial institutions that exceeded the federally insurable limits.

Restricted cash consists of funds held in escrow for Company lenders for properties held as collateral by the lenders.

The funds in escrow are for payment of property taxes, insurance, leasing costs and capital expenditures.

As of December 31, 2023 , the Company has approximately $ 3.7 million of restricted cash.

Accounts Receivables.

The Company periodically evaluates the collectability of amounts

due from tenants and maintains an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required payments under lease agreements.

In addition, the Com pany maintains an allowance for deferred rent receivable that arises from straight lining of rents.

The Company periodically evaluates the collectability of amounts due from tenants and maintains an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required payments under lease agreements.

In addition, the Company maintains an allowance for deferred rent receivable that arises from straight lining of rents.

The Company exercises judgment in establishing these allowances and considers payment history and current credit status of its tenants in developing these estimates.

3 unchanged sentences

Deferred Leasing Costs.

Costs incurred in connection with successful property leases are capitalized as deferred leasing costs and amortized to leasing commission expense on a straight-line basis over the terms of the related leases which generally range from one to five years.

Deferred leasing costs consist of third -party leasing commissions.

Deferred leasing costs consist of

third -party leasing commissions.

Management re-evaluates the remaining useful lives of leasing costs as the creditworthiness of the tenants and economic and market conditions change.

If management determines the estimated remaining life of the respective lease has changed, the am ortization period is adjusted.

If management determines the estimated remaining life of the respective lease has changed, the amortization period is adjusted.

December 31, 2024 and

6 unchanged sentences

$ 0.5 million and

$ 0.4 million, respectively.

$ 0.5 million, respectively, and is included in the total for depreciation and amortization noted above.

Deferred Financing Costs.

Costs incurred, including legal fees, originatio n fees, and administrative fees, in connection with debt financing are capitalized as deferred financing costs, are amortized using the straight line method, which approximates the effective interest method, over the contractual term of the respective loans and recorded as an offset to the carrying value of the debt.

Costs incurred, including legal fees, origination fees, and administrative fees, in connection with debt financing are capitalized as deferred financing costs, are amortized using the straight line method, which approximates the effective interest method, over the contractual term of the respective loans and recorded as an offset to the carrying value of the debt.

At December 31, 2024 and 2023 , unamortized deferred financing costs related to mortgage notes payable were approximately $ 0.7 million and $ 0.8 million.

2 unchanged sentences

Deferred Offering Costs.

Deferred offering costs represent legal, accounting and other direct costs related to our offeri ngs and as of December 31, 2023 we have incurred approximately $ 5,000 .

These costs are related to an amendment to a registration statement for the sale of our common stock that has not been finalized.

As of December 31, 2022, there were no deferred offering costs.

Deferred offering costs represent legal, accounting and other direct costs related to our offerings.

As of December 31, 2024 and 2023 , we have incurred approximately zero and $ 5,000 , respectively, in deferred offering costs as of the end of each period related to our registration statement on Form S- 3.

Income Taxes.

4 unchanged sentences

We are subject to certain state and local income taxes.

As of December 31, 2023 , we have estimated appr oximately $ 18.0 million of Federal net operating loss (NOLs) carryforwards to offset potential future federal tax obligations.

As of December 31, 2024 , we have estimated approximately $ 18.0 million of Federal net operating loss (NOLs) carryforwards to offset potential future federal tax obligations.

We may not generate sufficient taxable income in future periods to be able to realize fully the tax benefits of our NOL carry-forwards.

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When we determine the market for a financial instrument owned by us to be illiquid or when market transactions for similar instruments do not appear orderly, we use several valuation sources (including internal valuations, discounted cash flow analysis and quoted market prices) and establish a fair value by assigning weights to the various valuation sources.

As of December 31, 2023 and December 31, 2022 , our marketable securities (excluding our investments in Conduit's common stock and common stock warrants), held at a third party broker, presented on the balance sheet were measured at fair value using Level 1 market prices and totaled approximately $ 45,149 and $ 0.8 million, respectively, with a cost basis of approximately $ 40,315 and $ 0.9 million, respectively.

Additionally, the funds held in the Trust Account for the SPAC Class A common stockholders included a money market portfolio that was comprised of U.S.

Treasury securities, considered cash equivalent, which were measured at fair value using Level 1 and totaled approximately $ 0 million and $ 136.9 million as of December 31, 2023 and December 31, 2022 , respectively.

Our investments in Conduit's common stock and common stock warrants presented on the consolidated balance sheets were measured at fair value using Level 1 market prices, which are currently held at Conduit's transfer agent, taking into account the adoption of ASU 2022 - 03 Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , and totaled approximately $ 18.3 million as of December 31, 2023 , with a cost basis of approximately $ 7.5 million.

The Company entered into a lock-up agreement with Conduit regarding the common stock held by the Company, for 180 days from the closing of the business combination which ended March 20, 2024.

Additionally, in an inactive market, a market price quoted from an independent third -party may rely more on models with inputs based on information available only to that independent third -party.

As of December 31, 2024 , we did not hold any marketable securities, excluding our investments in Conduit's common stock and common stock warrants.

As of December 31, 2023 , our marketable securities (excluding our investments in Conduit's common stock and common stock warrants), held at a third party broker, presented on the consolidated balance sheets within other assets were measured at fair value using Level 1 market prices and totaled approximately $ 45,149 , with a cost basis of approximately $ 40,315 .

There were no financial liabilities measured at fair value as of December 31, 2024 and December 31, 2023 .

On April 22, 2024, the Company entered into a lockup agreement with Conduit pursuant to which the Company agreed not to transfer or sell 2,700,000 of its 4,015,250 shares of Conduit common stock for a period of one year.

In consideration for entering into the lockup agreement, Conduit issued the Company a warrant ("Private CDT Warrants") to purchase 540,000 shares of common stock at an exercise price of $ 3.12 per share, with a two year term and exercisable one year after the date of issue.

The Private CDT Warrants meet the ASC 321, Investments - Equity Securities ("ASC 321" ) scope exception for derivative instruments and are accounted for as a derivative under ASC 815, Derivatives and Hedging ("ASC 815" ).

As such, the Private CDT Warrants were recorded at fair value on the date of issuance and subsequently measured at fair value each period, with changes in fair value reported in gain or loss on Conduit Pharmaceuticals marketable securities.

As of April 22, 2024, the Private CDT Warrants were valued at $ 891,000 based on a Level 3 fair value measurement.

As of December 31, 2024 , the Private CDT Warrants fair value was adjusted to zero , and is included in the total Investment in Conduit Pharmaceuticals marketable securities on the December 31, 2024 consolidated balance sheet.

Our investments in Conduit's common stock (CDT) and public common stock warrants (CDTTW) presented on the consolidated balance sheets were measured at fair value using Level 1 market prices, taking into account the adoption of ASU 2022 - 03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , and totaled approximately $ 0.2 million as of December 31, 2024 .

The combined value of our Investment in Conduit Pharmaceuticals marketable securities, including the Private CDT Warrants, totaled $ 0.2 million as of December 31, 2024 .

Our investments in Conduit's common stock and public common stock warrants presented on the consolidated balance sheet were measured at fair value using Level 1 market prices as of December 31, 2023 , and totaled approximately $ 18.3 million.

The adjustments to the fair value of our investment in Conduit Pharmaceuticals marketable securities are recorded in net loss in Conduit Pharmaceuticals marketable securities on our consolidated statement of operations.

The following table presents as of December 31, 2024 the Company’s assets subject to measurement at fair value on a nonrecurring basis (in thousands):

Fair Value Measurements as of December 31, 2024

Impairment Loss

Goodwill for Dubose Model Homes

2 unchanged sentences

- - 266,000 266,000 185,000

Certain Real Estate assets

- - 18,065,871 18,065,871 1,784,311

$ - $ - $ 19,454,871 $ 19,454,871 $ 1,969,311

The following table presents as of December 31, 2023 the Company’s assets subject to measurement at fair value on a nonrecurring basis (in thousands):

Fair Value Measurements as of December 31, 2023

Impairment Loss

Goodwill for Dubose Model Homes

2 unchanged sentences

- - 451,000 451,000 849,000

Certain Real Estate assets

- - 12,503,176 12,503,176 2,398,097

$ - $ - $ 14,077,176 $ 14,077,176 $ 3,247,097

Earnings per share ( “ EPS ” ).

22 unchanged sentences

The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net earnings per share.

For the year ended December 31, 2023 the basic and diluted net earnings per share was $ 0.68 , since all potentially dilutive securities were determined to be anti-dilutive, and for the year ended December 31, 2022 the basic and diluted net loss per share are equivalent at $ 0.57 per share because the Company had incurred a net loss attributable to common stockholders causing any potentially dilutive securities to be anti-dilutive.

For the year ended December 31, 2024 , the basic and diluted net loss per share was $ 2.25 , since all potentially dilutive securities were determined to be anti-dilutive, and for the year ended December 31, 2023 the basic and diluted net earnings per share are equivalent at $ 0.68 per share because the Company had incurred a net loss attributable to common stockholders causing any potentially dilutive securities to be anti-dilutive.

Sales of Real Estate Assets .

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Generally, our sales of real estate would be considered a sale of a nonfinancial asset as defined by ASC 610 - 20.

ASC 610 - 20 refers to the revenue recognition principles un der ASU No.

ASC 610 - 20 refers to the revenue recognition principles under ASU No.

Under ASC 610 - 20, if we determine we do not have a controlling financial interest in the entity that holds the asset and the arrangement meets the criteria to be accounted for as a contract, we would derecognize the asset and recognize a gain or loss on the sale of the real estate when control of the underlying asset transfers to the buyer.

1 unchanged sentence

We recognize minimum rent, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the related leases when collectability is reasonably assured and record amounts expected to be received in later years as deferred rent receivable.

Additionally, we recognize transaction fees associated with the leasing of our model homes on a straight-line basis over the term of the related leases, and are included within rental income on our consolidated statement of operations.

If the lease provides for tenant improvements, we determine whether the tenant improvements, for accounting purposes, are owned by the tenant or by us.

When we are the owner of the tenant improvements, rental revenue begins when the tenant takes possession or has control of the physical us e of the leased space and any tenant improvement allowance, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed.

When we are the owner of the tenant improvements, rental revenue begins when the tenant takes possession or has control of the physical use of the leased space and any tenant improvement allowance, the tenant is not considered to have taken physical possession or have control of the physical use of the leased asset until the tenant improvements are substantially completed.

When the tenant is the owner of the tenant improvements, any tenant improvement allowance (including amounts that the tenant can take in the form of cash or a credit against its rent) that is funded is treated as a lease incentive and amortized as a reduction of revenue over the lease term.

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Since we were the primary beneficiary, Murphy Canyon was consolidated into our consolidated financial statements.

See Note 9 Commitments and Contingencies for additional details regarding Murphy Canyon.

See Note 9 Investment in Conduit Pharmaceuticals for additional details regarding Murphy Canyon.

Shares Subject to Possible Redemption .

Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants which were classified as permanent equity as described below), the proceeds and initial carrying value of Class A common stock classified as temporary equity was allocated in accordance with ASC 470 - 20.

The Murphy Canyon Class A common stock is subject to ASC 480 - 10 - S99.

In addition, because it was probable that the equity instrument will become redeemable, we had the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it became probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occurred and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

Given that the shares of Murphy Canyon Class A common stock issued to investors in its IPO were issued with other freestanding instruments (i.e., public warrants which were classified as permanent equity as described below), the proceeds and initial carrying value of the Class A common stock classified as temporary equity was allocated in accordance with ASC 470 - 20.

The Murphy Canyon Class A common stock was subject to ASC 480 - 10 - S99.

In addition, because it was probable that the equity instrument would become redeemable, we had the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it became probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occurred and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

We elected to recognize the accretion resulting from changes in redemption value immediately during the three months ended March 31, 2022, and every quarter since then, until September 22, 2023 as noted above.

See Note 9 Commitments and Contingencies for additional details regarding Murphy Canyon.

See Note 9 Investment in Conduit Pharmaceuticals for additional details regarding Murphy Canyon.

In accordance with the Inflation Reduction Act of 2022, the Company accrues the expected excise tax obligation at the end of each reporting period as a cost of redeeming any shares as of that date.

4 unchanged sentences

The excise tax liability recorded in connection with the January 2023 redemptions was reversed in full by the issuance of Conduit shares on September 22, 2023.

Immaterial Error Corrections .

During the second quarter of 2024, management determined that its prior treatment of accruing restricted compensation expense as a liability and included in accounts payable and accrued liabilities on the consolidated balance sheets should be treated differently.

Management determined that the restricted stock compensation should be treated as equity and included in additional paid in capital in the Company’s accompanying consolidated balance sheet for the prior years in accordance with ASC 718.

Compensation - Stock Compensation .

Accordingly, the Company’s accompanying consolidated balance sheets and consolidated statements of changes in equity as of December 31, 2022 and December 31, 2023, respectively, and for the three months ended March 31, 2023, June 30, 2023, and March 31, 2024, respectively, reflects an adjustment to include restricted stock compensation.

On the balance sheet as of December 31, 2023, accounts payable and accrued liabilities reflects a reduction of $ 21,189 and additional paid-in capital reflects an increase of $ 21,189 .

On the consolidated statements of changes in equity, the three months ended March 31, 2023, June 30, 2023 and September 30, 2023 reflect the addition of restricted stock compensation of $ 232,106 , $ 228,657 , and $ 270,564 , respectively, and the three months ended March 31, 2024 includes restricted stock compensation of $ 317,077 .

The corrections did not affect Consolidated Statements of Operations or Consolidated Statements of Cash Flows in any prior periods.

During the third quarter of 2024, management determined that the consolidated statements of cash flows for the nine months ended September 30, 2023 and the year ended December 31, 2023, overstated the amount of cash outflows for building and tenant improvements as a portion of those additions were in accounts payable at the end of each period.

For the nine months ended September 30, 2023 and the year ended December 31, 2023, $ 850,918 and $ 295,567 , respectively, should have been disclosed as a supplemental disclosure of cash flow information as unpaid building and tenant improvements.

Additionally, management has determined that debt financing costs for the year ended December 31, 2023 totaling $ 246,557 should be reclassified from accounts payable and accrued liabilities to payment of debt financing costs under cash flows from financing activities on the consolidated statement of cash flows.

Thereby, increasing net cash provided by operating activities and reducing net cash provided by financing activities by $ 246,557 .

The net effect of adjusting unpaid building and tenant improvements and debt financings costs amounts to a $ 49,010 decrease to operating cash flows for the year ended December 31, 2023.

These errors impact the consolidated statement of cash flows and do not affect the consolidated balance sheets, consolidated statement of operations and consolidated statements of changes in equity.

As such, the Company’s consolidated statement of cash flows for the nine months ended September 30, 2023, reflects an adjustment to reduce cash outflows for unpaid building and tenant improvements.

For the nine months ended September 30, 2023, net cash provided by operating activities, as previously reported, of $ 488,137 was reduced by $ 850,918 and net cash provided by investing activities, as previously reported, of $ 128,168,785 was increased by $ 850,918 .

Additionally, the $ 295,567 of unpaid building and tenant improvements that were recorded in accounts payable as of December 31, 2023, and paid in January 2024, are included in the statement of cash flows for the year ended December 31, 2024 .

The effect of correcting the errors in operating and investing cash flows for unpaid building and tenant improvements for the three months ended March 31, 2024 was $ 48,207 and for the six months ended June 30, 2024 was $ 204,054 , which will be reflected in the Company’s interim financial statements the next time these periods are presented.

During the fourth quarter of 2024, management determined that its prior treatment of including amortization of model home transactions fees in fees and other income should be reclassified to rental income on the consolidated statement of operations.

For the years ended December 31, 2024 and 2023 the total fees reclassified amounted to $ 757,704 and $ 649,166 , respectively.

There was no change to total revenues in either period.

Reclassifications .

Certain prior year balance sheet, statement of operations and statement of cash flows accounts have been reclassified to conform with the current year presentation.

The reclassifications did not affect net income in the prior year's consolidated statement of operations.

Warrant Instruments SPAC.

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We evaluate subsequent events up until the date the consolidated financial statements are issued.

16 Subsequent Events.

Recently Issued and Adopted Accounting Pronouncements.

June 2022, the FASB issued ASU

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, to (

1 ) clarify the guidance in Topic

820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (

2 ) to amend a related illustrative example, and (

3 ) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic

The update clarifies that a contractual restriction on the sale of an equity security is

not considered part of the unit of account of the equity security and, therefore, is

not considered in measuring fair value.

It also requires the following disclosures for equity securities subject to contractual sale restrictions:

The fair value of equity securities subject to contractual sale restrictions reflected in the balance sheet,

The nature and remaining duration of the restriction(s), and

The circumstances that could cause a lapse in the restriction(s).

For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

For all other entities, the amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years.

Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance.

The Company has adopted this guidance during the three months ended September 30, 2023 and will apply it to fair value measurements as of September 30, 2023.

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023 - 09, Income Taxes , to enhance income tax disclosures, provide more information about tax risks and opportunities present in worldwide operations, and to disaggregate existing income tax disclosures.

1 unchanged sentence

Early adoption is permitted.

We have not yet adopted ASU 2023 - 09 and are currently evaluating the impact on our financial statement disclosures.

We have adopted ASU 2023 - 09 and have updated our financial statement disclosures accordingly.

In November 2023, FASB issued Accounting Standards Update ASU 2023 - 07, Segment Reporting , establishing improvements to reportable segments disclosures to enhance segment reporting under Topic 280.

2 unchanged sentences

The guidance will be effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 and the amendments should be applied retrospectively to all periods presented in the financial statements.

We have adopted ASU 2023 - 07 and have updated our segment financial statement disclosures accordingly.

In March 2024, the SEC issued final climate-disclosure rules to enhance and standardize climate‐related disclosures by public companies.

With regards to financial statements, the rules requires disclosure of (i) capitalized costs, expenditures expensed, charges, and losses incurred as a result of severe weather events and other natural conditions, subject to applicable one percent and de minimis disclosure thresholds;

(ii) capitalized costs, expenditures expensed, and losses related to carbon offsets and renewable energy credits or certificates (RECs) if used as a material component of a company's plans to achieve its disclosed climate-related targets or goals;

and (iii) if the estimates and assumptions the company uses to produce the financial statements were materially impacted by risks and uncertainties associated with severe weather events and other natural conditions or any disclosed climate-related targets or transition plans, a qualitative description of how the development of such estimates and assumptions was impacted.

The rules are effective for annual periods beginning January 1, 2025 and are to be applied prospectively.

On April 4, 2024, the SEC voluntarily stayed the rules pending judicial review as a result of litigation.

In November 2024, FASB issued Accounting Standards Update ASU 2024 - 03, Income Statement — Reporting Comprehensive, Income — Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses (“ASU 2024 - 03” ).

This ASU is to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development).

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted.

In January 2025, this was updated by ASU 2025 - 01—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Clarifying the Effective Date.

The amendment in this Update amends the effective date of Update 2024 - 03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption of Update 2024 - 03 is permitted.

We have not yet adopted ASU 2024 - 03 and are currently evaluating the impact on our financial statement disclosures.

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During year ended December 31, 2023 , we disposed of the following properties:

World Plaza, which was sold on March 11, 2022, for approximately $ 10.0 million and the Company recognized a loss of approximately $ 0.3 million.

• 22 model homes for approximately $ 11.7 million and the Company recognized a gain of approximately $ 3.2 million.

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As of December 31, 2024 , the Company owned or had an equity interest in:

Eight office buildings and one industrial building (“Office/Industrial Properties”) which total approximately rentable 758,175 square feet;

Three retail shopping centers (“Retail Properties”) which total approximately 65,242 rentable square feet;

110 model homes owned by our affiliated limited partnerships and one corporation (“Model Homes” or “Model Home Properties”) leased back on a triple-net basis to homebuilders that are owned by six affiliated limited partnerships and one wholly-owned corporation.

A summary of the properties owned by the Company as of December 31, 2023 and 2022 is as follows:

Real estate assets, net

Eight office buildings and one industrial building (“Office/Industrial Properties”);

Three retail shopping centers (“Retail Properties”);

78 model home residential properties (“Model Homes” or “Model Home Properties”), leased back on a triple-net basis to homebuilders, which are owned by five affiliated limited partnerships and one wholly-owned corporation, all of which we control.

During the third quarter of 2024, all of the model homes in Dubose Model Home Investors #202 and #206, LP had been sold.

A summary of the properties owned by the Company, including their lease intangibles, as of December 31, 2024 and 2023 is as follows:

Real estate assets and lease intangibles, net

Property Name

33 unchanged sentences

8,241,456 8,466,165

Presidio Property Trust, Inc.

Commercial properties

90,180,500 93,365,637

Model Home properties (8)

AZ, FL, IL, TX, WI

37,416,000 50,790,147

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$ 127,596,500 $ 144,155,784

( 1 ) Genesis Plaza is owned by two tenants-in-common, each of which own 57 % and 43 %, respectively, and we beneficially own an aggregate of 76.4 %, based on our ownership percentages of each tenant-in-common.

( 2 ) Grand Pacific Center, Bismarck, ND, was removed from held for sale after signing a major lease with KLJ Engineering on December 7, 2022 for approximately 33,296 usable square feet, a term of 122 months, and starting annualized rent of $ 532,736 .

KLJ Engineering moved into the building during December 2023, with rent commencing on February 28, 2024.

( 3 ) During the year ended December 31, 2023 , we recorded a $ 2.0 million impairment charge for One Park Center that reflects management’s revised estimate of the fair market value based on sales comparable of like property in the same geographical area as well as an evaluation of future cash flows or an executed purchase sale agreement.

( 4 ) On December 31, 2022, the lease for our largest tenant, Halliburton, expired.

Halliburton was located in our Shea Center II property in Colorado, and made up approximately 536,080 of our annual base rent.

Halliburton did not renew the lease and we placed approximately $ 1.1 million in a reserve account with our lender to cover future mortgage payments, if necessary, none of which has been used as of December 31, 2023.

Our management team is working to fill the 45,535 square foot space and has leased approximately 20% of the space to a tenant during 2023 and has reviewed various proposals for the remaining 80%.

As of December 31, 2023, none of the third party proposals have fit into our long-term plans.

We will continue to work on filling the space during 2024.

( 5 ) A portion of the proceeds from the sale of Highland Court were used in like-kind exchange transactions pursued under Section 1031 of the Code for the acquisition of our Mandolin property.

Mandolin is owned by NetREIT Palm Self-Storage LP, through its wholly owned subsidiary NetREIT Highland LLC, and the Company is the sole general partner and owns 61.3 % of NetREIT Palm Self-Storage LP.

Genesis Plaza is owned by

two tenants-in-common, NetREIT Genesis and NetREIT Genessis II, each of which own

43 %, respectively, and we beneficially own an aggregate of

92.0 %, based on our ownership of each entity.

100 % ownership of NetREIT Genesis and

81.5 % ownership of NetREIT Genesis II, and we have control of both entities.

2024, the Company completed a minority ownership conversion option as result of a death in a noncontrolling trust within NetREIT Genesis II.

The Company issued the trust

86,232 shares of SQFT Series A Common Stock in exchange for their

36.4 % ownership in NetREIT Genesis II, as per the original exchange agreement.

The non-recourse loan on the Dakota Center property matured on

July 6, 2024.

October 2024, management has agreed with the lender to sell the property to settle the loan balance.

Due to the uncertainties in the Fargo market, we have impaired the property’s book value and recorded an impairment charge of approximately

$ 0.7 million as of

September 30, 2024.

December 2024, the lender had agreed on the broker the Company would use to sell the property to settle the non-recourse debt.

December 31, 2024 , the property was included in the real estate assets held for sale, net on the consolidated balance sheet.

Any purchase offers will be subject to lender approval.

Grand Pacific Center, Bismarck, ND, was removed from held-for-sale after signing a major lease with KLJ Engineering on

December 7, 2022 for approximately

33,296 usable square feet, a term of

122 months, and starting annualized rent of

KLJ Engineering moved into the building during

December 2023, with rent that commenced on

February 28, 2024.

September 30, 2024, Union Town Center and Research Parkway were listed for sale, and included in the real estate assets held for sale, net on the consolidated balance sheet as of

December 31, 2024 .

The sale of UTC and Research Parkway took place in

February 2025, to a single buyer for a combined sales price of

$ 16.95 million, and the Company recorded a combined gain of approximately

$ 4.0 million.

During the year ended

December 31, 2023, we recorded a

$ 2.0 million impairment charge for One Park Center that reflects management’s revised estimate of the fair market value based on sales comparable of like properties in the same geographical area as well as an evaluation of future cash flows or an executed purchase sale agreement.

No additional impairment was deemed necessary during the year ended

December 31, 2024 .

December 31, 2022, the lease for our largest tenant, Halliburton, expired.

Halliburton was located in our Shea Center II property in Colorado, and made up approximately

$ 536,080 of our annual base rent.

Halliburton did

not renew the lease and we placed approximately

$ 1.1 million in a reserve account with our lender to cover future mortgage payments, if necessary,

none of which has been used as of

December 31, 2024.

A portion of the proceeds from the sale of Highland Court were used in like-kind exchange transactions pursued under Section

1031 of the Code for the acquisition of our Mandolin property.

Mandolin is owned by NetREIT Palm Self-Storage LP, through its wholly owned subsidiary NetREIT Highland LLC, and the Company is the sole general partner and owns

61.3 % of NetREIT Palm Self-Storage LP.

( 8 ) Includes Model Homes listed as held for sale as of December 31, 2024 .

During the year ended December 31, 2023 we recorded a $ 0.4 million impairment charge for eight model homes that reflects the estimated sales prices for these specific model homes in 2024 as a result of an abnormally short hold period, less than two years, on model homes purchased in 2022, where the builder changed their product type in these neighborhoods after we had purchased the homes.

During the year ended December 31, 2024 , we recorded an impairment charge for model homes totaling $ 0.4 million, which reflects the estimated sales prices for these specific model homes.

The short hold period, less than two years, and the builder changing their model style after we purchased the homes, contributed to the lower than expected sales price.

For the years ended December 31, 2024 and 2023 , depreciation and amortization expense, excluding amortization of deferred leasing cost, totaled approximately $ 5.0 million and $ 4.9 million, respectively.

LEASE INTANGIBLES

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$ 3,776,654 $ ( 3,756,877 ) $ 19,777 $ 4,110,139 $ ( 4,072,836 ) $ 37,303

At December 31, 2023 and 2022 , there were no gross lease intangible assets and accumulated amortization related to the lease intangible assets included in real estate assets held for sale.

At December 31, 2024 and 2023 , there were no net lease intangible assets and accumulated amortization related to the lease intangible assets included in real estate assets held for sale.

The net value of acquired intangible liabilities was approximately $ 8,625 and $ 13,266 relating to below-market leases at December 31, 2024 and December 31, 2023 , respectively.

Amortization of below-market rent totaled approximately $ 4,641 and $ 4,974 for the years ended December 31, 2024 and 2023 .

Future aggregate approximate amortization expense for the Company's lease intangible assets is as follows:

8 unchanged sentences

316,374 316,374

Investment in marketable securities (not including Conduit)

45,149 797,749

Right-of-use assets, net

1 unchanged sentence

Deferred offering costs

Other intangibles, net

Investment in marketable securities (not including Conduit)

Total other assets

8 unchanged sentences

The writer of an option has no control over the time when it may be required to fulfill its obligation before the sold option expires, and once an option writer has received an exercise notice, it must deliver the underlying security in exchange for the strike price.

As of December 31, 2023 , we owned common shares of 3 different publicly traded REITs and no written covered call options in any of those same REITs.

The fair market value on our publicly traded REIT securities was $ 45,149 , based on the December 31, 2023 closing prices.

As of December 31, 2022 , we owned common shares and options of 18 different publicly traded REITs and an immaterial amount of covered call options in three of those same REITs.

As of December 31, 2024 , we did not own common shares of any publicly traded REITs and no written covered call options in any of those same REITs.

As of December 31, 2023 , we owned common shares and options of 3 different publicly traded REITs and an immaterial amount of covered call options in zero of those same REITs.

The gross fair market value on our publicly traded REIT securities was $ 45,149 , with covered call options totaling $ 0 .

39 unchanged sentences

26,060,798 34,815,699 Fixed

5.34 % - 8.00 % 2025 - 2029

Mortgage Notes Payable

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Interest rates as of December 31, 2024 .

( 2 ) The loan on Dakota Center matures in July 2024 and Management has reached out to the lender seeking an extension and additional provision to change the terms of the loan and maturity date.

We have also inquired with other lenders to refinance the property.

If we are unsuccessful in refinancing the property or changing the terms of the original loan, Management would consider selling the property and paying the loan in full or surrendering the property to the current lender.

( 3 ) On August 5, 2023, the lender increased the interest rate to 6.70 %.

The loan agreement states that the lender may, upon not less than sixty ( 60 ) days prior, give written notice to the Company to increase the interest rate effective on August 5, 2023, and August 5, 2026, to the rate then being quoted by the lender for new three -year commercial mortgage loans of similar size and quality with like terms and security (provided that in no event shall the new rate be less than the initial rate).

( 2 ) The non-recourse loan on the Dakota Center property matured on July 6, 2024.

Management has been in negotiations with the lender and their special servicer of the loan in modifying and/or extending the loan or possibly selling the building.

We have not been able to come to an agreement regarding a situation in which the loan is modified or extended.

As such, in October 2024, we have offered the property for sale in conjunction with the lender’s approval in attempts to make the lender whole, although there is no guarantee we will be able to do so.

The loan is considered non-recourse and we will not be required to make up the difference if the property sells for less than the loan balance.

Real Estate Assets above for further discussion on impairment of the property.

( 3 ) On June 20, 2024, the Company, through its subsidiary, refinanced the mortgage loan on our West Fargo Industrial properties, and entered into a loan agreement for approximately $ 5.75 million, a term of five years, with an interest rate of 7.14 %.

The loan agreement has a Debt Service Coverage Ratio ("DSCR") minimum of 1.20 to 1.00 as calculated by Lender, in which:

(a) the numerator is the Underwritten Net Cash Flow, and (b) the denominator is the annual Debt Service, tested at the end of each fiscal quarter.

( 4 ) On May 5, 2023, the Company, through its subsidiary, refinanced the mortgage loan on our Grand Pacific Center property and entered into a construction loan related to the tenant improvement associated with the KLJ Engineering LLC lease to occupy 33,296 square feet of the building.

The refinanced loan is for approximately $ 3.8 million, a term of 10 years, with an interest rate of 6.35 %, for the first 60 months.

The interest rate is subject to reset in year five.

The interest rate is subject to reset in year five on June 10, 2028.

The construction loan is for approximately $ 2.7 million, a term of 10 years, and will begin amortizing in year three, with an interest rate of 6.35 %, for the first 60 months.

The interest rate is subject to reset in year five.

As of December 31, 2023 , we had drawn down approximately $ 1.7 million on the construction loan.

The interest rate is subject to reset in year five on June 10, 2028.

During the third quarter of 2024, we had fully drawn down the loan amount of approximately $ 2.7 million on the construction loan.

( 5 ) As of December 31, 2024 , there were 9 model homes included as real estate assets held for sale.

2 unchanged sentences

As we get closer to the loan maturity date, the Company will finalize our plans.

Union Town Center and Research Parkway have been listed for sale, and included in the real estate assets held for sale, net on the consolidated balance sheet as of December 31, 2024 .

These properties were sold to a single buy in February 2025 and their loans were paid in full.

The loan agreement between NetREIT Model, Homes, Inc.

4 unchanged sentences

Scheduled principal payments of mortgage notes payable were as follows as of December 31, 2024 :

Presidio Property

Total Principal

15 unchanged sentences

We have used the funds for general corporate purposes to alleviate economic injury caused by the COVID- 19 pandemic, which economic injury included abating or deferring rent to certain tenants (primarily retail tenants).

As of December 31, 2023, we had issued two promissory notes to our majority owned subsidiaries, Dubose Model Home Investors 202 LP and Dubose Model Home Investors 204 LP, for the refinancing of two model home properties in Texas and Wisconsin, for approximately $ 0.5 million with interest rates ranging from 3.0 % to 5.55 % per annum and maturity dates between August 2024 and November 2025.

These notes payable and notes receivable, including interest expense and interest income related to these promissory notes, are eliminated through consolidation on our financial statements.

On August 17, 2021, we issued a promissory note to our majority owned subsidiary, NetREIT Highland, for the acquisition of the Mandolin property in Houston, Texas, for $ 1.56 million with an interest rate of 4.0 % per annum and a maturity date of August 17, 2022.

This note payable and note receivable, including interest expe nse and interest income related to this promissory note, were eliminated through consolidation on our financial statements.

During April 2022, this loan was refinanced with a loan from a third -party bank totaling $ 3.7 million, with the proceeds being used to pay back our $ 1.56 million promissory note.

On December 20, 2021, we issued a promissory note to our majority owned subsidiary, PPT Baltimore, for the acquisition of the Baltim ore property in Baltimore, Maryland, for $ 5.65 million with an interest rate of 4.5 % per annum and a maturity date of December 20, 2022.

This note payable and note receivable, including interest expense and interest income related to this promissory note, were eliminated through consolidation on our financial statements.

During March 2022, this loan was refinanced with a loan from a third -party lender totaling $ 5.67 million, with the proceeds being used to pay back our $ 5.65 million promissory note.

COMMITMENTS AND CONTINGENCIES

The Company is obligated under certain tenant leases to fund tenant improvements and the expansion of the underlying leased properties.

As of December 31, 2023 , approximately $ 1.2 million is estimated for such capital expenditures on existing properties, net of any construction financing, during the rest of 2024.

On March 13, 2024, a stockholder announced that it intends to file a preliminary proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of director nominees at our next annual meeting of stockholders.

Activist stockholder activities could adversely affect our business because responding to proxy contests and reacting to other actions by activist stockholders can be costly and time-consuming, disrupt our operations and divert the attention of management and our employees.

We have or in the future may retain the services of various professionals to advise us on activist stockholder matters, including legal, financial, strategic and communication advisors, the costs of which may negatively impact our future financial results.

In addition, perceived uncertainties as to our future direction, strategy or leadership created as a consequence of activist stockholders’ initiatives may result in the loss of potential business opportunities, harm our ability to attract new investors, business partners, and employees, and cause our stock price to experience periods of volatility or stagnation.

We have evaluated this contingency and have determined a material loss is not probable or estimable at this time.

The Company and the Board of Directors will review all legal means necessary to defend the company from actions by activist stockholders.

From time to time, we may become involved in various lawsuits or legal proceedings which arise in the ordinary course of business.

Neither the Company nor any of the Company’s properties are presently subject to any material litigation nor, to the Company’s knowledge, is there any material threatened litigation.

Environmental Matters.

The Company monitors its properties for the presence of hazardous or toxic substances.

While there can be no assurance that a material environmental liability does not exist, the Company is not currently aware of any environ mental liability with respect to the properties that would have a material effect on the Company’s financial condition, results of operations and cash flow.

Further, the Company is not aware of any environmental liability or any unasserted claim or assessment with respect to an environmental liability that the Company believes would require additional disclosure or recording of a loss contingency.

Financial Markets.

The Company monitors concerns over economic recession, the COVID- 19 pandemic, interest rate increases, policy priorities of the U.S.

presidential administration, trade wars, labor shortages, and inflation, any of which may contribute to increased volatility and diminished expectations for the economy and markets.

Additionally, the economic and geopolitical ramifications of the military conflicts in the Middle East and Ukraine, including sanctions, retaliatory sanctions, nationalism, supply chain disruptions and other consequences, could impact commercial real estate fundamentals and result in lower occupancy, lower rental rates, and declining values in our real estate portfolio and in the collateral securing our loan investments.

We have not currently experienced a direct material impact to our Company or operations;

however, we will continue to monitor the financial markets for events that could impact our commercial real estate properties.

As of December 31, 2024 and 2023 , the principal balance on SBA loan was approximately $ 144,089 and $ 147,428 , respectively.

During 2023, we had issued one promissory note to our majority owned subsidiary, Dubose Model Home Investors 202 LP, for the refinancing of one model home property in Texas, for approximately $ 0.3 million with an interest rate of 5.55 % per annum and original maturity date of August 15, 2024, which was extended for another year with an interest rate of 8.0 % per annum.

This note payable and note receivable, including interest expense and interest income related to this promissory note, is eliminated through consolidation on our financial statements.

This property was subsequently sold in October 2024, and the loan was paid in full.

As of December 31, 2024 , there were no other notes payable.

INVESTMENT IN CONDUIT PHARMACEUTICALS

Sponsorship of Special Purpose Acquisition Company.

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The investments held in Trust for the SPAC Class A common stockholders generated approximately $ 1.2 million of income during the nine months ended September 30, 2023, and was included in interest and other income (expense), net on our consolidated statement of operations.

During the nine months ended September 30, 2022, the trust investment generated approximately $ 0.8 million of income.

Although the Trust held approximately $ 135.1 million as of September 30, 2022, income generated from the interest on the funds was much less for the first nine months of that year, with an annual expected yield of 0.97 %.

Also, the deposits were first added to the Trust in February 2022, so the account was not earning interest for all the nine months ended September 30, 2022.

As of September 22, 2023, the Trust account balance had been deconsolidated along with the other Conduit assets and liabilities.

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The loan was non-interest bearing, unsecured and was repaid in full upon the SPAC's business combination on September 22, 2023.

This notes payable and notes receivable related to the SPAC were eliminated through consolidation on our financial statements.

The notes payable and notes receivable related to the SPAC were eliminated through consolidation on our financial statements.

On September 22, 2023, the SPAC completed its business combination with Conduit Pharma and changed its name to Conduit Pharmaceuticals Inc.

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Immediately following the consummation of the business combination, the Company transferred 45,000 shares of Conduit common stock and warrants to purchase 45,000 shares of Conduit common stock to the SPAC's independent directors as compensation for their services.

As a result, the Company owned approximately 6.5 % of Conduit’s common stock immediately following the business combination and currently owns approximately 6.3 % of Conduit’s common stock.

As a result, the Company owned approximately 6.5 % of Conduit's common stock immediately following the business combination, assuming all warrants owned by the Company were exercised and as of September 30, 2024, we currently own less than 1 % of Conduit's common stock, assuming all warrants owned by the Company are exercised.

In connection with the business combination, the Company's officers and directors who also served as officers and directors of the SPAC resigned from the SPAC, with the exception of the Company's former Chief Financial Officer who resigned from the Company.

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Of the total gain recognized on deconsolidation, approximately $ 34.1 million relates to the remeasurement of our retained investment in Murphy Canyon via the Sponsor shares which converted into shares of Conduit's common stock on September 22, 2023, and approximately $ 6.2 million relates to the deconsolidation of Murphy Canyon's assets and liabilities as of September 22, 2023.

Since deconsolidating Conduit, on September 22, 2023, our investments in Conduit's common stock and common stock warrants presented on the consolidated balance sheets were measured at fair value using Level 1 market prices, taking into account the adoption of ASU 2022 - 03 Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , and totaled approximately $ 18.3 million as of December 31, 2023 , with a cost basis of approximately $ 7.5 million.

The Company entered into a lock-up agreement with Conduit regarding the common stock held by the Company, for 180 days from the closing of the business combination which ended on March 20, 2024.

In consideration for entering into the lockup agreement, Conduit issued the Company Private CDT Warrants to purchase 540,000 shares of common stock at an exercise price of $ 3.12 per share, a two year term and exercisable one year after the date of issue.

The Private CDT Warrants meet the ASC 321 scope exception for derivative instruments and are accounted for as a derivative under ASC 815.

As of April 22, 2024, the Private CDT Warrants were valued at $ 891,000 based on a Level 3 fair value measurement.

As of December 31, 2024 , the Private CDT Warrants fair value was adjusted to zero , which is included in the total Investment in Conduit Pharmaceuticals marketable securities on the December 31, 2024 consolidated balance sheet.

Our investments in Conduit's common stock ( 2,944,514 shares of CDT) and public common stock warrants ( 709,000 warrants of CDTTW) presented on the consolidated balance sheets were measured at fair value using Level 1 market prices, taking into account the adoption of ASU 2022 - 03 Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, and totaled approximately $ 0.2 million as of December 31, 2024 .

The combined value of our Investment in Conduit Pharmaceuticals marketable securities, including the Private CDT Warrants, totaled $ 0.2 million as of December 31, 2024 , resulting in a net loss on investment for the year ended December 31, 2024 totaling approximal $ 17.9 million.

During the year ended December 31, 2023 , and in connection with the deconsolidation we recorded a gain of approximately $ 40.3 million.

This resulted in net loss on investment for the year ended December 31, 2023 totaling approximal $ 23.4 million.

During October 2024, the Company paid part of an accrued bonus to the former CFO with shares of CDT common stock.

The total number of CDT common stock shares transferred to our former CFO was 1,045,805 shares at $ 0.1087 per share with a fair market value of $ 113,679 at the time of transfer.

After the transfer the Company still owned 2,944,514 shares of CDT common stock, 709,000 CDTTW warrants and 540,000 private warrants.

Since December 31, 2024, CDT has affected a 1 -for- 100 reverse stock split of the CDT common stock, resulting in our 2,944,514 shares being converted into 29,445 shares.

COMMITMENTS AND CONTINGENCIES

The Company is obligated under certain tenant leases to fund tenant improvements and the expansion of the underlying leased properties.

As of December 31, 2024 , approximately $ 1.2 million is estimated for such capital expenditures on existing properties, net of any construction financing, during the rest of the year.

In addition, perceived uncertainties as to our future direction, strategy or leadership created as a consequence of activist stockholders' initiatives may result in the loss of potential business opportunities, harm our ability to attract new investors, business partners, and employees, and cause our stock price to experience periods of volatility or stagnation.

On March 13, 2024, a stockholder activist group announced its intention to file a preliminary proxy statement and accompanying WHITE universal proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of director nominees at our next annual meeting of stockholders.

On May 9, 2024, the Company entered into a cooperation agreement with this stockholder group pursuant to which Elena Piliptchak was appointed to our board of directors, effective immediately, as a Class III director with a term expiring at Presidio's 2026 Annual Meeting of Stockholders.

In connection with this appointment, our board of directors has been increased from six to seven directors.

Pursuant to the agreement, the stockholder group agreed to withdraw the director nominations it had previously submitted and support our board's slate of directors at the 2024 Annual Meeting of Stockholders, which was held on June 27, 2024.

The stockholder group has also agreed to certain customary standstill provisions and voting commitments.

We have evaluated this contingency and have determined a material loss is not probable or estimable at this time.

From time to time, we may become involved in various lawsuits or legal proceedings which arise in the ordinary course of business.

Neither the Company nor any of the Company's properties are presently subject to any material litigation nor, to the Company's knowledge, is there any material threatened litigation.

Environmental matters.

The Company monitors its properties for the presence of hazardous or toxic substances.

While there can be no assurance that a material environmental liability does not exist, the Company is not currently aware of any environmental liability with respect to the properties that would have a material effect on the Company's financial condition, results of operations and cash flow.

Financial Markets.

The Company monitors concerns over economic recession, interest rate increases, policy priorities of the U.S.

presidential administration, trade wars, labor shortages, and inflation, any of which may contribute to increased volatility and diminished expectations for the economy and markets.

We have not currently experienced a direct material impact to our Company or operations;

however, we will continue to monitor the financial markets for events that could impact our commercial real estate properties.

STOCKHOLDERS’ EQUITY

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The Board of Directors is authorized to fix the number of shares of any series of the Preferred Stock, to determine the designation of any such series, and to set the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each series of Preferred Stock.

On June 15, 2021, the Company completed its secondary offering of 800,000 shares of our Series D Preferred Stock for cash consideration of $ 25.00 per share to a syndicate of underwriters led by Benchmark, as representative, resulting in approximately $ 18.1 million in net proceeds, after deducting the underwriting discounts and commissions and the offering expenses paid by the Company.

On June 15, 2021, the Company completed its secondary offering of 800,000 shares of our Series D Preferred Stock for cash consideration of $ 25.00 per share to a syndicate of underwriters led by The Benchmark Company, LLC, as representative, resulting in approximately $ 18.1 million in net proceeds, after deducting the underwriting discounts and commissions and the offering expenses paid by the Company.

The Company granted the underwriters a 45 -day option to purchase up to an additional 120,000 shares of Series D Preferred Stock to cover over-allotments, which they exercised on June 17, 2021, resulting in approximately $ 2.7 million in net proceeds, after deducting the underwriting discounts and commissions and the offering expenses paid by the Company.

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Below are some of the key terms of the Series D Preferred Stock:

On June 20, 2024, the Company entered into an underwriting agreement with The Benchmark Company, LLC, pursuant to which the Company issued and sold in an underwritten public offering 109,054 shares of the Company’s Series D Preferred Stock.

The shares of Series D Preferred Stock were sold to the public at a price of $ 16.00 per share.

The Company agreed to an underwriting discount of 7 % of the public offering price of the shares of Series D Preferred Stock sold in the offering.

The offering closed on June 24, 2024, generating gross proceeds of approximately $ 1.74 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.

The Company intends to use the net proceeds from the offering for general corporate and working capital purposes, including to potentially acquire additional properties.

Below are some of the key terms of the Series D Preferred Stock:

Holders of shares of the Series D Preferred Stock are entitled to receive cumulative cash dividends at a rate of 9.375 % per annum of the $ 25.00 per share liquidation preference (equivalent to $ 2.34375 per annum per share).

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The Series D Preferred Stock has no stated maturity, will not be subject to any sinking fund or other mandatory redemption, and will not be convertible into or exchangeable for any of our other securities.

In accordance with the terms of the Series D Preferred Stock, the Series D monthly dividend has been approved by the Board of Directors through March 2024 in the amount of $ 0.19531 per share payable on the 15th of every month to stockholders of record of Series D Preferred Stock as of the last day of the prior month.

In accordance with the terms of the Series D Preferred Stock, the Series D monthly dividend has been approved by the Board of Directors through December 31, 2024 in the amount of $ 0.19531 per share payable on the 15th of every month to stockholders of record of Series D Preferred Stock as of the last day of the prior month.

Total dividends paid to Series D Preferred stockholders during the year ended December 31, 2024 and 2023 were approximately $ 2.2 million and $ 2.1 million, respectively.

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The Company's charter contains restrictions on the ownership and transfer of the Common Stock that prevents one person from owning more than 9.8 % of the outstanding shares of common stock.

The Board of Directors approved our CEO, Jack Heilbron, and CIO, Gary Katz, an exception to the 9.8 % ownership limit and established an excepted holder limit permitting each of Jack Heilbron and Gary Katz to beneficially or constructively own up to 19 % of the outstanding shares of our common stock, including warrants, subject to compliance with Article VII of the Company’s charter.

On July 12, 2021, the Company entered into a securities purchase agreement with a single U.S.

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As of December 31, 2024 , none of the Common Stock Warrants and Placement Agent Warrants have been exercised.

Genesis Plaza is owned by two tenants-in-common, NetREIT Genesis and NetREIT Genessis II, each of which own 57 % and 43 %, respectively, and we beneficially own an aggregate of 92.0 %, based on our ownership of each entity.

We have 100 % ownership of NetREIT Genesis and 81.5 % ownership of NetREIT Genesis II, and we have control of both entities.

During July, 2024, the Company completed a minority ownership conversion option as result of a death in a noncontrolling trust within NetREIT Genesis II.

The Company issued the trust 86,232 shares of SQFT Series A Common Stock in exchange for their 36.4 % ownership in NetREIT Genesis II, as per the original exchange agreement at $ 9.30 per share.

Stock Repurchase Program .

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Therefore, returning capital to stockholders through a repurchase program is an attractive use of capital currently.

On September 17, 2021, the Board of Directors authorized a stock repurchase program of up to $ 10 million of outstanding shares of our Series A Common Stock, which expired in September 2022.

On September 15, 2022, the Board of Directors authorized a stock repurchase program of up to $ 6.0 million of outstanding shares of our Series A Common Stock and up to $ 4.0 million of our Series D Preferred Stock, which expired in September 2023.

During the year ended December 31, 2022, the Company repurchased 196,631 shares of our Series A Common Stock at an average price of approximately $ 1.59 per share, including a commission of $ 0.035 per share, and 6,013 shares of our Series D Preferred Stock at an average price of approximately $ 20.31 per share, including a commission of $ 0.035 per share, for a total cost of $ 313,578 for the Series A Common Stock and $ 122,141 for the Series D Preferred Stock.

In November 2023, the Board of Directors authorized a stock repurchase program of up to $ 6.0 million of outstanding shares of our Series A Common Stock and up to $ 4.0 million of our Series D Preferred Stock which shall expire in November 2024.

During the year ended December 31, 2023, the Company repurchased 23,041 shares of our Series D Preferred Stock at an average price of approximately $ 16.06 per share, including a commission of $ 0.035 per share, and no shares of our Series A Common Stock, for a total cost of $ 0.4 million for the Series D Preferred Stock.

The repurchased shares will be treated as authorized and unissued in accordance with Maryland law and shown as a reduction of stockholders’ equity at cost.

In December 2024, the Board of Directors authorized a stock repurchase program of up to $ 6.0 million of outstanding shares of our Series A Common Stock and up to $ 4.0 million of our Series D Preferred Stock, which shall expire in December 2025.

During the year ended December 31, 2024 , we repurchased 190,640 shares of our Series A Common Stock, for a total cost of $ 140,416 , with an average price of approximately $ 1.10 per share, including a commission of $ 0.025 per share.

During the year ended December 31, 2024 , the Company repurchased 2,918 shares of our Series D Preferred Stock at an average price of approximately $ 14.02 per share, including a commission of $ 0.035 per share, for a total cost of $ 40,910 for the Series D Preferred Stock.

Any repurchased shares are treated as authorized and unissued in accordance with Maryland law and shown as a reduction of stockholders’ equity at cost.

Cash Dividends.

For the years ended December 31, 2023 and December 31, 2022 the Company declared and paid Series A Common Stock cash dividends of approximately $ 1.2 million and $ 3.1 million, respectively.

For the year ended December 31, 2024 , the Company did not declare and pay a Series A Common Stock cash dividend.

For the year ended December 31, 2023 , the Company declared and paid Series A Common Stock cash dividends of approximately $ 1.2 million.

For the years ended December 31, 2024 and December 31, 2023 , the Company declared and paid Series D Preferred Stock cash dividends of approximately $ 2.2 million and $ 2.1 million, respectively.

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Distributions Declared

$ 0.022 $ 0.105

$ 0.091 $ 0.252

Series D Preferred Stock

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Each of the limited partnerships is referred to as a “DownREIT.” In each DownREIT, we have the right, through put and call options, to require our co-investors to exchange their interests for shares of our Common Stock at a stated price after a defined period (generally five years from the date they first invested in the entity’s real property), the occurrence of a specified event or a combination thereof.

The Company is a limited partner in five partnerships and sole stockholder in one corporation, which entities purchase and leaseback model homes from homebuilders.

Warrant Dividend.

In January 2022, we distributed the Series A Warrants to holders of our Series A Common Stock.

The Series A Warrants and the shares of Series A Common Stock issuable upon the exercise of the Series A Warrants were registered on a registration statement that was filed with the SEC and was declared effective January 21, 2022.

The Series A Warrants commenced trading on the Nasdaq Capital Market under the symbol “SQFTW” on January 24, 2022 and were distributed on that date to persons who held shares of common stock and existing outstanding warrants as of the January 14, 2022 record date, or who acquired shares of Series A Common Stock in the market following the record date, and who continued to hold such shares at the close of trading on January 21, 2022.

The Series A Warrants give the holder the right to purchase one share of Series A Common Stock at $ 7.00 per share, for a period of five years.

Should warrant holders not exercise the Series A Warrants during that holding period, the Series A Warrants will automatically convert to 1/10 of a share of Series A Common Stock at expiration, rounded down to the nearest number of whole shares.

On the first day of trading SFQTW closed at $ 0.17 per warrant with 14,450,069 warrants in the public market.

Dividend Reinvestment Plan.

The Company adopted a distribution reinvestment plan (the “DRIP”) that allowed stockholders to have dividends and other distributions otherwise distributable to them invested in additional shares of the Company’s Common Stock.

The Company registered 3,000,000 shares of Common Stock pursuant to the DRIP.

The purchase price per share used in the past was 95 % of the price the Company sold its shares, or $ 19.00 per share.

No sales commission or dealer manager fees were paid on shares sold through the DRIP.

The Company may amend, suspend or terminate the DRIP at any time.

Any such amendment, suspension or termination is effective upon a designated dividend record date and notice of such amendment, suspension or termination is sent to all participants at least thirty ( 30 ) days prior to such record date.

The DRIP became effective on January 23, 2012, was suspended on December 7, 2018 and adopted on October 6, 2020 in connection with our IPO, and updated to reflect a change in transfer agent and registrar.

As of December 31, 2023 , approximately $ 17.4 million or approximately 917,074 shares of Common Stock have been issued under the DRIP.

There have been no shares issued under the DRIP since it was suspended in 2018.

The Company is a limited partner in five partnerships and sole stockholder in one corporation, which entities purchase and lease model homes from homebuilders.

SHARE-BASED INCENTIVE PLAN

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Share awards generally vest in equal annual installments over a three -to- ten year period from date of issuance.

Non-vested shares have voting rights and are eligible for any dividends paid to common shares.

Non-vested shares have voting rights and are eligible for any dividends paid on shares of common stock.

The Company recognized compensation cost for these fixed awards over the service vesting period, which represents the requisite service period, using the straight-line method.

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Upon our IPO, the value of non-vested shares granted is generally calculated based on the closing price of our common stock on the date of the grant.

During our Annual Stockholders meeting, held on May 26, 2022, the Company's 2017 Incentive Award Plan was amended to increase the available shares for issuance from 1.1 million to 2.5 million and at our Annual Stockholders meeting, held on June 1, 2023, the Company's 2017 Incentive Award Plan was amended to increase the available shares for issuance from 2.5 million to 3.5 million add an evergreen provision to, on April 1 st and October 1 st of each year, automatically increase the maximum number of shares of common stock available under the plan to 15% of the Company’s outstanding shares of common stock, if on such date 3,500,000 (as adjusted for any reverse splits) is less than 15% of the Company’s then-outstanding shares of common stock.

During our Annual Stockholders meeting, held on May 26, 2022, the Company's 2017 Incentive Award Plan was amended to increase the available shares for issuance from 1.1 million to 2.5 million and at our Annual Stockholders meeting, held on June 1, 2023, the Company's 2017 Incentive Award Plan was amended to increase the available shares for issuance from 2.5 million to 3.5 million and add an evergreen provision to, on April 1 st and October 1 st of each year, automatically increase the maximum number of shares of common stock available under the plan to 15% of the Company’s outstanding shares of common stock, if on such date 3,500,000 (as adjusted for any reverse splits) is less than 15% of the Company’s then-outstanding shares of common stock.

During our Annual Stockholders meeting, held on May 26, 2022, the Company's 2017 Incentive Award Plan was amended to increase the available shares for issuance from 1.1 million to 2.5 million and at our Annual Stockholders meeting, held on June 1, 2023, the Company's 2017 Incentive Award Plan was amended to increase the available shares for issuance from 2.5 million to 3.5 million and add an evergreen provision to, on April 1 st and October 1 st of each year, automatically increase the maximum number of shares of common stock available under the plan to 15% of the Company's outstanding shares of common stock, if on such date 3,500,000 (as adjusted for any reverse splits) is less than 15% of the Company's then-outstanding shares of common stock.

A summary of the activity for the Company’s restricted stock was as follows:

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Balance at December 31, 2024

The non-vested restricted shares outstanding as of

December 31, 2023

will vest over the next one to five years.

Share-based compensation expense for the years ended

December 31, 2023

was approximately $ 1.0 million and

$ 1.2 million

, respectively.

December 31, 2023

, future unrecognized stock compensation related to unvested shares totaled approximately $ 1.5 million and $ 1.5 million, respectively.

The Company’s reportable segments consist of three types of real estate properties for which the Company’s decision-makers internally evaluate operating performance and financial results:

The non-vested restricted shares outstanding as of December 31, 2024 , will vest over the next one to four years.

As of December 31, 2024 , there were approximately 213,000 shares available to grant under the Company's 2017 Incentive Award Plan.

Removed from the Granted and Vested totals noted above are 149,253 shares of common stock that were granted to the CEO in connection to his annual bonus in March 2024, as set by the Board of Directors, that vested immediately.

These 149,253 shares were voluntarily returned to the Company in December 2024 by the CEO so they could be distributed to the employees as part of their annual grants in 2025.

Share-based compensation expense was approximately $ 1.4 million and $ 1.0 million for the years ended December 31, 2024 and 2023 , respectively.

As of December 31, 2024 , future unrecognized stock compensation related to unvested shares totaled approximately $ 1.4 million.

The Company’s reportable segments consist of three types of real estate properties for which the Company’s chief operating decision maker (CODM), which is our Chief Executive Officer ("CEO"), as the CEO has the final decision when allocating capital and personnel to the various segments, internally evaluate operating performance and financial results:

Office/Industrial Properties, Model Home Properties and Retail Properties.

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There is no material inter-segment activity.

The Company evaluates the performance of its segments based upon net operating income (“NOI”), which is a non-GAAP supplemental financial measure.

The Company defines NOI for its segments as operating revenues (rental income, tenant reimbursements and other operating income) less property and related expenses (property operating expenses, real estate taxes, insurance, asset management fees, impairments and provision for bad debt) excluding interest expense.

NOI excludes certain items that are not considered to be controllable in connection with the management of an asset such as non-property income and expenses, depreciation and amortization, real estate acquisition fees and expenses and corporate general and administrative expenses.

The Company uses NOI to evaluate the operating performance of the Company’s real estate investments and to make decisions about resource allocations.

The following tables compare the Company’s segment activity to its results of operations and financial position as of and for the years ended December 31, 2023 and 2022 , respectively.

Year Ended December 31,

Office/Industrial Properties:

Rental, fees and other income

The CODM evaluates the performance of our segments based upon an internal net operating income (“NOI”), which is a non-GAAP supplemental financial measure on a quarterly basis as disclosed in the 10 -Qs and 10 -Ks.

We believe that NOI is a widely accepted measure of comparative operating performance in the real estate community.

However, our use of the term NOI may not be comparable to that of other real estate companies as they may have different methodologies for computing this amount.

The Company defines NOI for its segments as operating revenues (rental income, tenant reimbursements, parking income, and other operating income, net of provision for bad debt) less rental operating costs (property operating expenses, real estate taxes, insurance, utilities, repairs and maintenance, and asset management fees) excluding interest expense.

NOI excludes certain items that are not considered to be controllable in connection with the management of an asset such as non-property income & expenses, depreciation & amortization, real estate acquisition fees & expenses, non-cash impairments and corporate general & administrative expenses.

Quarterly the Company reviews and test for non-cash impairments, as required by GAAP, on all our properties ( i.e.

Office/Industrial properties, Retail properties, and Model Home segments);

however, the CODM does not consider those non-cash impairments with evaluating the segment’s cash operations and NOI.

The CODM uses NOI to evaluate and assess each segments' performance and in deciding how to allocate resources.

For Model Home performance the CODM also includes the gain or loss on sale of real estate assets net of any impairments, because they believe that is a major component in the operating success of the segment and part of the business model for Model Homes.

The gain on sale of model homes resulted in cash flows to the Company that the CODM can decide on how to allocate to future operations.

The following tables compare the Company’s segment activity and NOI and adjusted NOI for Model Home income to its results of operations and financial position as of and for the years ended December 31, 2024 and 2023 , respectively.

The line items listed in the below NOI tables include the significant expense considered by the CODM for cash allocations on future investments.

The Other Non-Segment & Consolidating Items represent corporate activity, the investment in Conduit Pharmaceutical, and other eliminating items for consolidation.

The information for Corporate and Other are presented to reconcile back to the consolidated statement of operations, but is not considered a reportable segment.

This includes the loss on Conduit marketable securities.

For the Year Ended December 31, 2024

Office/Industrial

Corporate and Other

Rental revenue

$ 1,595,464 $ 9,778,458 $ 4,368,169 $ — $ 15,742,091

Property and related expenses

Recovery revenue

463,158 2,318,564 — — 2,781,722

Net operating income, as defined

Other operating revenue

62,041 241,530 68,084 29,807 401,462

Model Home Properties:

Rental, fees and other income

Total revenues

2,120,663 12,338,552 4,436,253 29,807 18,925,275

Property and related expenses

Rental operating costs

608,667 6,136,564 171,621 ( 660,775 ) 6,256,077

Net operating income, as defined

Net Operating Income (NOI)

1,511,996 6,201,988 4,264,632 690,582 12,669,198

Retail Properties:

Rental, fees and other income

Gain on Sale - Model Homes

— — 3,426,572 — 3,426,572

Property and related expenses

Impairment of Model Homes

— — ( 406,374 ) — ( 406,374 )

Net operating income, as defined

$ 1,511,996 $ 6,201,988 $ 7,284,830 $ 690,582 $ 15,689,396

Reconciliation to net income:

Total net operating income, as defined, for reportable segments

For the Year Ended December 31, 2023

Office/Industrial

Corporate and Other

Rental revenue

$ 1,488,167 $ 9,000,917 $ 4,142,765 $ — $ 14,631,849

Goodwill impairment

Recovery revenue

393,612 2,366,936 — — 2,760,548

General and administrative expenses

Other operating revenue

2,551 207,102 ( 10,636 ) 44,200 243,217

Total revenues

1,884,330 11,574,955 4,132,129 44,200 17,635,614

Rental operating costs

537,389 5,901,042 156,493 ( 632,006 ) 5,962,918

Net Operating Income (NOI)

1,346,941 5,673,913 3,975,636 676,206 11,672,696

Gain on Sale - Model Home

— — 3,240,200 — 3,240,200

Impairment of Model Homes

— — ( 431,984 ) — ( 431,984 )

$ 1,346,941 $ 5,673,913 $ 6,783,852 $ 676,206 $ 14,480,912

Since a significant portion of the total operating expense for Retail and Office/Industrial are recouped as part of recovery revenue, the CODM looks at NOI as a whole when reviewing the segments.

For the Model Home segment, the properties are leased on a triple net basis and the tenants are responsible for a significant portion of the operating expenses.

Therefore the CODM focuses on Model Home revenue, any impairments and the gain on sale of model homes.

The CODM reviews on a regular basis the GAAP performance of each segment, including the significant segment expenses reported for GAAP shown in the table below.

Our significant segment expenses include consolidated expense categories presented in our consolidated statements of operations, as well as rental operating costs.

This information is provided to the CODM and factors into the CODM’s decision making for company-wide strategy.

The following tables compare the Company’s segment activity and to its results of GAAP operations and financial position as of and for the years ended December 31, 2024 and 2023 , respectively.

The information for Corporate and Other are presented to reconcile back to the consolidated statement of operations, but is not considered a reportable segment as noted above.

For the Year Ended December 31, 2024

Office/Industrial

Corporate and Other

Rental income

$ 2,058,622 $ 12,097,022 $ 4,368,169 $ — $ 18,523,813

Fees and other income

62,041 241,530 68,084 29,807 401,462

Total revenue

2,120,663 12,338,552 4,436,253 29,807 18,925,275

Costs and expenses:

Rental operating costs

608,667 6,136,564 171,621 ( 660,775 ) 6,256,077

General and administrative

— 2,330 820,217 6,704,128 7,526,675

Depreciation and amortization

394,461 4,154,769 952,627 13,661 5,515,518

Interest expense

Impairment of goodwill and real estate assets

— 1,377,937 406,374 185,000 1,969,311

Gain on marketable securities

Total costs and expenses

1,003,128 11,671,600 2,350,839 6,242,014 21,267,581

Loss on Conduit marketable securities

Other income (expense):

Interest expense - mortgage notes

( 577,761 ) ( 3,457,360 ) ( 2,009,641 ) ( 5,434 ) ( 6,050,196 )

Gain on deconsolidation of SPAC

Other income, net

Interest and other income, net

— ( 171,734 ) ( 23,890 ) 44,268 ( 151,356 )

Income tax expense

Net loss in Conduit Pharmaceuticals marketable securities (see footnote 9)

— — — ( 17,925,723 ) ( 17,925,723 )

Gain on sale of real estate

Gain on deconsolidation of SPAC (see footnote 9)

Gain on sales of real estate, net

— — 3,426,572 — 3,426,572

Income tax (expense) benefit

— — ( 55,543 ) ( 5,312 ) ( 60,855 )

Total other income, net

( 577,761 ) ( 3,629,094 ) 1,337,498 ( 17,892,201 ) ( 20,761,558 )

Net income (loss)

539,774 ( 2,962,142 ) 3,422,912 ( 24,104,408 ) ( 23,103,864 )

Income attributable to noncontrolling interests

— ( 86,686 ) ( 2,437,979 ) — ( 2,524,665 )

Net income (loss) attributable to Presidio Property Trust, Inc.

$ 539,774 $ ( 3,048,828 ) $ 984,933 $ ( 24,104,408 ) $ ( 25,628,529 )

For the Year Ended December 31, 2023

Office/Industrial

Corporate and Other

Rental income

$ 1,881,780 $ 11,367,853 $ 4,142,764 $ — $ 17,392,397

Fees and other income

2,550 207,102 ( 10,635 ) 44,200 243,217

Total revenue

1,884,330 11,574,955 4,132,129 44,200 17,635,614

Costs and expenses:

Rental operating costs

537,389 5,901,042 156,493 ( 632,006 ) 5,962,918

General and administrative

— 18,691 865,368 5,906,373 6,790,432

Depreciation and amortization

456,277 3,912,202 1,015,691 41,569 5,425,739

Impairment of goodwill and real estate assets

— 1,966,113 431,984 849,000 3,247,097

Total costs and expenses

993,666 11,798,048 2,469,536 6,164,936 21,426,186

Other income (expense):

Interest expense - mortgage notes

( 588,405 ) ( 2,744,996 ) ( 1,668,855 ) ( 2,633 ) ( 5,004,889 )

Interest and other income, net

— — ( 27,775 ) 1,463,073 1,435,298

Net gain in Conduit Pharmaceuticals marketable securities (see footnote 9)

— — — ( 23,359,774 ) ( 23,359,774 )

Gain on deconsolidation of SPAC (see footnote 9)

— — — 40,321,483 40,321,483

Gain on sales of real estate, net

— — 3,240,200 — 3,240,200

Income tax (expense) benefit

— — 400,464 ( 64,684 ) 335,780

Total other income, net

( 588,405 ) ( 2,744,996 ) 1,944,034 18,357,465 16,968,098

Net income (loss)

302,259 ( 2,968,089 ) 3,606,627 12,236,729 13,177,526

Income attributable to noncontrolling interests

— ( 94,500 ) ( 2,936,580 ) — ( 3,031,080 )

Net income (loss) attributable to Presidio Property Trust, Inc.

$ 302,259 $ ( 3,062,589 ) $ 670,047 $ 12,236,729 $ 10,146,446

Assets by Reportable Segment:

17 unchanged sentences

$ 131,133,231 $ 146,136,063

Other unallocated assets:

Corporate and other assets:

Cash, cash equivalents and restricted cash

33 unchanged sentences

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The provision (benefit) for income taxes consists of the following for the years ended December 31, 2023 and 2022 :

The provision (benefit) for income taxes related to our TRS entities consists of the following for the years ended December 31, 2024 and 2023 :

December 31, 2024

7 unchanged sentences

40,279 ( 289,480 )

7,839 ( 57,282 )

Total deferred income tax expense (benefit)

1 unchanged sentence

Change in Valuation Allowance

- ( 211,627 )

Total income tax (benefit) expense

7 unchanged sentences

48,564 10 % 21,821 0 %

REIT entities not subject to tax

Pass through entities not subject to tax

( 2,135,580 )

Deconsolidation adjustment

— 0 % ( 1,303,720 ) -20 %

Non-controlling interest

( 636,527 ) ( 758,656 )

True Up Adjustment

( 91,078 ) -19 % ( 424,378 ) -7 %

Change In Valuation Allowance

Total income tax (benefit) expense

4 unchanged sentences

Deferred Revenue

243,662 278,646

Start up costs

7 unchanged sentences

Valuation allowance

- ( 211,627 )

Net deferred tax assets (liability)

$ 298,644 $ 346,762

In 2022, the Company recognized a valuation allowance of $ 211,627 against the deferred tax assets generated by the Murphy Canyon Acquisition Company.

As of September 23, 2023, the Company deconsolidated with Murphy Canyon Acquisition Company, and no longer have a valuation allowance recorded to the company's deferred tax asset.

Management assessed the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets.

11 unchanged sentences

The amendments should be applied on a prospective basis, however, retrospective application is permitted.

We are currently evaluating the impact of adopting this ASU on our disclosures.

The adoption of this ASU only impacted disclosures with no impact on the Company’s consolidated financial statements.

RELATED PARTY TRANSACTIONS

3 unchanged sentences

Puppy Toes, Inc has leased space from the Company since November 2008.

Rent billed to these entities from the Company totaled $ 10,752 , in both years ended December 31, 2023 and 2022, and is included in the rent paid by Presidio Property Trust to Genesis Plaza.

Rent billed to these entities from the Company totaled $ 11,442 and $ 10,752 , for the years ended December 31, 2024 and 2023 , and is included in the rent paid by Presidio Property Trust to Genesis Plaza.

Additionally, we received full payroll reimbursement for employee services relate to Centurion Counsel and Puppy Toes, Inc.

6 unchanged sentences

not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than disclosed below.

December 31, 2023, our investments in Conduit's common stock ("CDT") and common stock warrants ("CDTTW") presented on the consolidated balance sheets were measured at fair value using Level

1 market prices, which closed at

$ 4.55 per share and

$ 0.069 per warrant.

April 12, 2024, CDT and CDTTW closed at

$ 3.18 per share and

$ 0.08 per warrant, respectively.

The sale of UTC and Research Parkway took place in

February 2025, to a single buyer, for a combined sales price of

$ 16.95 million, where the Company netted approximately

$ 6.37 million in cash proceeds from the sale and additional funds post-closing from the lender reserve accounts.

The commercial properties were purchased between

2015 for approximately

$ 14.1 million, with a combined book value of approximately

$ 11.6 million prior to the sale, and the Company recorded a combined gain of approximately

$ 4.0 million.

March 2025, the Company has sold

five model homes for a total of approximately

$ 2.4 million.

The homes were purchased between

2023 with a total acquisition price of approximately

$ 2.2 million.

Presidio Property Trust, Inc.

84 unchanged sentences

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 9A. Controls and Procedures