Item 1.01. Entry into a Material Definitive Agreement.
On May 25, 2021, Power REIT ("Power REIT" or the "Trust"), in connection with
the potential acquisition of an approximately 66 acre parcel with approximately
522,530 square feet of greenhouse and processing space located in Marengo
Township, Michigan (the "Property"), received court approval for a Purchase
Agreement (the "Purchase Agreement") with the Receiver for the Property. The
Purchase Agreement provides the Trust with a 75-day due diligence period
followed by a 30-day closing period which can be extended by up to 30 days. The
purchase price for the Property is $18.5 million. There can be no assurance as
to when or if the acquisition of the Property will occur.
Item 7.01 Regulation FD Disclosure.
On May 25, 2021, the Trust issued a press release regarding entering into an
agreement for an acquisition of a 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
99.1 Power REIT Press Release issued on May 25, 2021
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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