Item 1.01. Entry into a Material Definitive Agreement.
On September 9, 2021, Power REIT ("Power REIT" or the "Trust"), announces that
it entered into a 20 year triple-net lease (the "Lease") with a wholly owned
subsidiary of Millennium Cannabis (the "Tenant") through a wholly owned
subsidiary of the Trust ("PropCo"), in connection with the acquisition of a 61
acre property located in Marengo Township, Michigan (the "Property"). The Lease
provides that the Tenant is responsible for paying all expenses related to the
Property, including maintenance expenses, insurance and taxes. The Lease
requires the Tenant to maintain a medical cannabis license and operate in
accordance with all Michigan regulations with respect to its operations.
As part of the Lease, Power REIT agreed to fund approximately $2,983,000 of
The Lease is structured whereby after an initial deferred rent period, the
rental payments provide PropCo with a full return of its original invested
capital over the next three years and thereafter, provide an approximately 14.7%
return increasing 3% rate per annum.
The foregoing descriptions of the lease does not purport to be complete and are
qualified in its entirety by reference to the complete text of the Lease, a copy
of which is attached hereto as Exhibit 10.1 and is incorporated into this
Current Report on Form 8-K by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 9, 2021, the Trust, through PropCo, announces the completion of the
acquisition of a property with a total of approximately 61 acres located in
Marengo Township, Michigan for $18,392,000 plus transaction costs.
Item 7.01 Regulation FD Disclosure.
On September 9, 2021, the Trust issued a press release regarding the acquisition
of the Property. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in Item 7.01 of this report, including Exhibit 99.1,
is being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section. Such information shall not be incorporated by
reference into any filing of the Trust, whether made before or after the date
hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description of Exhibit
10.1 Lease Agreement with Marengo Cannabis LLC
99.1 Power REIT Press Release issued on September 9, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
Some of the information in this press release contains forward-looking
statements and within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
When used in this press release, words such as "believe," "expect,"
"anticipate," "estimate," "plan," "continue," "intend," "should," "may,"
"target," or similar expressions, are intended to identify such forward-looking
statements. Forward-looking statements are subject to significant risks and
uncertainties. Investors are cautioned against placing undue reliance on such
statements. Actual results may differ materially from those set forth in the
forward-looking statements. Factors that could cause actual results to differ
materially from those described in the forward-looking statements include those
discussed under the caption "Risk Factors" included in our Annual Report on Form
10-K for our fiscal year ended December 31, 2019, which was filed with the U.S.
Securities and Exchange Commission ("SEC"), as well as in other reports that we
file with the SEC.
Forward-looking statements are based on beliefs, assumptions, and expectations
as of the date of this press release. We disclaim any obligation to publicly
release the results of any revisions to these forward-looking statements
reflecting new estimates, events, or circumstances after the date of this press
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