Presidio Property Trust Inc-A美股招股说明书(2025-12-18版)

1,445,007 Shares of Series A Common Stock Presidio Property Trust, Inc. is offering 1,445,007 shares of Series A common stock, par value $0.01 per share (the “Series A Common Stock”). The sharesconsist of (i) 1,445,007 shares of Series A Common Stock issuable upon exercise of outstanding Series A Common Stock Purchase Warrants (the “Warrants”)which were distributed to our stockholders of record and holders of certain outstanding warrants as of January 14, 2022 pursuant to our Registration Statementon Form S-11 (File No. 333-260885), have a current exercise price of $70.00 and expire January 24, 2027 and (ii) to the extent any of the Warrants are notfully exercised, up to an additional 144,501 shares of Series A Common Stock issuable upon the expiration of unexercised Warrants. Our Series A Common Stock is traded on The Nasdaq Capital Market (“Nasdaq”) under the symbol “SQFT”, our 9.375% Series D Cumulative RedeemablePerpetual Preferred Stock, $0.01 par value per share (the “Series D Preferred Stock”) is traded on Nasdaq under the symbol “SQFTP”, and our Warrants aretraded on Nasdaq under the symbol “SQFTW”. On December 12, 2025, the last reported sale price of our Series A Common Stock was $4.253 per share, thelast reported sale price of our Series D Preferred Stock was $15.626 per share, and the last reported sale price of our Warrants was $0.03 per share. Except for the financial statements from the Annual Report on Form 10-K for the year ended December 31, 2024 and the Quarterly Report on Form 10-Q forthe quarter ended March 31, 2025, which are incorporated by reference herein, all historical share and per share information in this prospectus givesretroactive effect to a 1-for-10 reverse split of our Series A Common Stock that became effective on May 19, 2025. We are an internally managed, diversified real estate investment trust (“REIT”) as defined under the Internal Revenue Code of 1986, as amended (the “Code”).Shares of our stock are subject to limitations on ownership and transfer that are intended to assist us in qualifying as a REIT, among other purposes. Ourcharter generally prohibits any person or entity from actually, beneficially or constructively owning more than 9.8% in value or number of shares, whichever ismore restrictive, of the outstanding shares of our Series A Common Stock or more than 9.8% in value of the aggregate outstanding shares of all classes andseries of our capital stock. See the section entitled “Description of Capital Stock—Restrictions on Ownership and Transfer” included in this prospectus. Investing in our securities involves a high degree of risk. See“Risk Factors”beginning on page 8 of this prospectus to read about factors that youshould consider before investing in our securities. NEITHERTHE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS APPROVED ORDISAPPROVEDOF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is December 17, 2025. TABLE OF CONTENTS PagePROSPECTUS SUMMARY1RISK FACTORS8CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS10USE OF PROCEEDS11DISTRIBUTION POLICY11BUSINESS AND PROPERTY13POLICIES WITH RESPECT TO CERTAIN ACTIVITIES28DESCRIPTION OF CAPITAL STOCK31PLAN OF DISTRIBUTION37CERTAIN PROVISIONS OF MARYLAND LAW AND OUR CHARTER AND BYLAWS37U.S. FEDERAL INCOME TAX CONSIDERATIONS44CERTAIN ERISA CONSIDERATIONS66LEGAL MATTERS68EXPERTS68WHERE YOU CAN FIND MORE INFORMATION68INCORPORATION OF CERTAIN INFORMATION BY REFERENCE68 We have not authorized any person to provide any information or represent anything about us other than what is contained in this prospectus. None of theinformation on our website referred to in this prospectus is incorporated by reference herein. We do not take any responsibility for, and can provide noassurance as to the reliability of, any information that others may provide to you. We are not making an offer to sell or soliciting an offer to buy thesesecurities in any jurisdiction where the offer or sale is not permitted. No action is being taken in any jurisdiction outside the United States to permit a publicoffering of the Shares or possession or distribution of this prospectus in any such jurisdiction. Any person who comes into possession of this prospectus injurisdictions outside the United States is required to inform themselves about and to observe any restrictions as to this offering and the distribution of thisprospectus to that jurisdiction. You should assume that the information contained in this prospectus is accurate only as of the date on the front cover of thisprospectus. Our business, financial condition, results of operations, cash flows and prospects may have changed since that date. INDUSTRY AND MARKET DATA We use market data and industry forecasts throughout this prospectus and, in particular, in the section entitled “Business and Property.” Unless otherwiseindicated, stateme