Presidio Property Trust Inc-A美股招股说明书(2025-07-15版)

together with its affiliates and certain related parties, beneficially owning more than 9.99% of our outstanding Common Stockimmediately following the consummation of this offering, pre-funded warrants to purchase up to 30,830 shares of Common Stock (the“Pre-Funded Warrants”), in lieu of shares of Common Stock pursuant to this prospectus supplement and accompanying prospectus. nominal exercise price of $0.0001 and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. Thisprospectus also relates to the shares of Common Stock issuable upon exercise of any Pre-Funded Warrants sold in this offering (the“Pre-Funded Warrant Shares”).The sales of the shares of Common Stock, the Pre-Funded Warrants, and the Pre-Funded Warrant Shares have been made inaccordance with a Securities Purchase Agreement, dated as of July 14, 2025, by and between us and the purchaser named therein (the“Securities Purchase Agreement”). information regarding these arrangements.All historical share and per share information in this prospectus supplement gives retroactive effect to a 1 for 10 reverse split of Our Common Stock is listed on The Nasdaq Capital Market under the symbol “SQFT.” On July 14, 2025, the last reported saleprice of our Common Stock on The Nasdaq Capital Market was $13.60 per share.As of July 13, 2025, the aggregate market value of our outstanding Common Stock held by non-affiliates was approximately $6.2 on, and includes, the date of this prospectus supplement (but excluding this offering), we have not offered or sold any securitiespursuant to General Instruction I.B.6 of Form S-3. Investing in our securities involves a high degree of risk. See“Risk Factors”beginning on page S-8 of this prospectussupplement, on page 11 of the accompanying prospectus and under similar headings in the documents incorporated byreference into this prospectus supplement and the accompanying base prospectus. Neither the U.S. Securities and Exchange Commission, or the Commission, nor any state securities commission has approvedor disapproved of these securities, or determined if this prospectus supplement or the accompanying prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. customary closing conditions.SolePlacement Agent A.G.P.The date of this prospectus is July 14, 2025. PROSPECTUS SUPPLEMENT SUMMARY RISK FACTORSUSE OF PROCEEDS DESCRIPTION OF SECURITIES WE MAY OFFERCERTAIN PROVISIONS OF MARYLAND LAW AND OUR CHARTER AND BYLAWS U.S. FEDERAL INCOME TAX CONSIDERATIONSLEGAL MATTERSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE registration statement was declared by the SEC effective on May 17, 2024. Under this shelf registration process, we were able to offerand sell, either individually or in combination, in one or more offerings, any of the securities described in the accompanyingprospectus, for total gross proceeds of up to $50,000,000.This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the SECutilizing a “shelf” registration process. This document is in two parts. The first part is this prospectus supplement, which describes the other information you should know before investing. You should read this prospectus supplement and the accompanying prospectustogether with the additional information described under the heading, “Where You Can Find More Information” and “Incorporation ofCertain Information by Reference” in this prospectus supplement and the accompanying prospectus before investing in our securities.Any statement made in this prospectus or in a document incorporated or deemed to be incorporated by reference into thisprospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in thisprospectus supplement or in any other subsequently filed document that is also incorporated by reference into this prospectus modifies accompanying prospectus and any free writing prospectus. Neither we nor the Placement Agent have authorized anyone to provide youwith information that is different from the foregoing. If anyone provides you with different or inconsistent information, you should not rely on it. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit toany document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, insome cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made.Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of ouraffairs. You should not assume that the informati