Presidio Property Trust Inc-A美股招股说明书(2025-10-14版)

We have entered into an At-the-Market (“ATM”) Offering Agreement (the “Sales Agreement”) with The Benchmark Company, LLC (the “Agent”) relating toshares of our Series A Common Stock, par value $0.01 per share (the “Series A Common Stock”, or the “common stock”). Under the Sales Agreement, wemay offer and sell shares of our common stock having an aggregate offering price of up to $1,419,265 from time to time through the Agent, as our sales agent.Under the terms of the Sales Agreement, we may also sell shares to the Agent as principal for its own accounts. The Agent is not required to sell any specific number or dollar amount of shares of our common stock but will use its commercially reasonable efforts, as ouragent and subject to the terms of the Sales Agreement, to sell the shares offered by this prospectus supplement and the accompanying prospectus. Sales of theshares, if any, may be made by any means permitted by law and deemed to be an “at the market” offering as defined in Rule 415 under the Securities Act of1933, as amended (the “Securities Act”), including sales made directly on The Nasdaq Capital Market, at market prices, in negotiated transactions at marketprices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law. The price per share will beat prevailing market prices when we have an order to sell our shares in effect. An order to sell our shares may contain a minimum sales price as well as amaximum number of shares to be sold under the order. The Agent will be entitled to compensation at a fixed commission rate of 3.5% of the gross sales price per share sold. We have also agreed to reimburse certainexpenses of the Agent in connection with the Sales Agreement. The net proceeds to us that we receive from sales of our common stock will depend on thenumber of shares actually sold and the offering price for such shares. The actual proceeds to us will vary. In connection with the sale of shares of our commonstock on our behalf, the Agent may be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of the Agent may bedeemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Agent against certain liabilities,including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act. See “Plan of Distribution” beginningon page S-12 for more information regarding the Agent’s compensation and expenses. By means of this prospectus supplement and accompanying prospectus, we are offering $1,419,265 shares of common stock pursuant to General InstructionI.B.6 of Form S-3. As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates, or thepublic float, was approximately $10.1 million, which was calculated based on 1,141,518 shares of outstanding common stock held by non-affiliates and a priceper share of $8.88, the closing price of our common stock as reported on The Nasdaq Capital Market on September 17, 2025. Pursuant to General InstructionI.B.6 of Form S-3, in no event will we sell our securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period (or approximately $3.38 million) so long as our public float remains below $75,000,000. During the 12-calendar months prior to and includingthe date of this prospectus supplement, we have sold securities which resulted in gross proceeds of approximately $1.96 million pursuant to GeneralInstruction I.B.6 of Form S-3. Accordingly, the maximum dollar amount of common stock that we will sell in this offering is $1,419,265. Our shares of common stock trade on The Nasdaq Capital Market under the symbol “SQFT.” On October 13, 2025, the last reported sale price of our commonstock as reported on The Nasdaq Capital Market was $5.71 per share. Investing in our common stock involves risks. Before investing in our common stock, you should carefully consider the risk factors described in “RiskFactors” in this prospectus supplement beginning on page S-10, in the accompanying prospectus and in other documents incorporated by reference,including our annual report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission on March31, 2025. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. We urge you to carefully read this prospectus supplement and the accompanying prospectus which will describe the terms of the offering before you makeyour investment decision. The Benchmark Company The date of this prospectus supplement is October 14, 2025. TABLE OF CO