Item 1.01 Entry Into a Material Definitive Agreement






ATM Agency Agreement

On November 8, 2021, Presidio Property Trust, Inc. (the "Company") entered into an At-the-Market Offering Agreement (the "Sales Agreement") with The Benchmark Company, LLC (the "Manager") pursuant to which the Manager will act as the Company's sales agent with respect to the issuance and sale of up to $4,399,000 of the Company's shares of Series A common stock, par value $0.01 per share (the "Shares"), from time to time in an at-the-market public offering (the "Offering").

Sales of our common stock, if any, through the Manager, will be by any method that is deemed to be an "at-the-market" equity offering as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on or through the Nasdaq Capital Market or any other existing trading market for the common stock in the U.S. or to or through a market maker. The Manager may also sell the common stock in privately negotiated transactions, subject to our prior approval. The price per share will be at prevailing market prices. The Company will pay the Manager a commission equal to 3.5% of the gross proceeds from the sale of the common stock pursuant to the Sales Agreement.

The Company or the Manager may suspend the offering of Shares upon notice and subject to other conditions. The Sales Agreement will terminate upon the earlier of (i) the sale of the maximum dollar amount of shares of common stock subject to the Sales Agreement, and (ii) the termination of the Sales Agreement by us or the Manager.

The Sales Agreement contains representations, warranties and covenants that are customary for transactions of this type. In addition, the Company has agreed to indemnify the Manager against certain liabilities, including liabilities under the Securities Act.

A copy of the Sales Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K ("this Report") and is incorporated herein by reference. The description of the Sales Agreement is qualified in its entirety by reference to Exhibit 10.1 to this Report.

The Shares will be sold and issued pursuant the Company's shelf registration statement on Form S-3 (File No. 333-251779), which was declared effective by the Securities and Exchange Commission on April 27, 2021 (the "Registration Statement"), and a related prospectus supplement.

This Report, including the exhibits filed herewith, is not an offer to sell or the solicitation of an offer to buy the Shares or any other securities of the Company, nor shall there by any offer, solicitation or sale of the Shares or any other securities of the Company in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

Copies of the opinions of Venable LLP relating to the validity of the shares of common stock sold under the Sales Agreement and of Whiteford Taylor Preston LLP relating to certain United States federal income tax matters are filed as Exhibits 5.1 and 8.1, respectively, to this Report. The exhibits are filed with reference to and are hereby incorporated by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits






(d) Exhibits

The following exhibits are being filed herewith:





5.1      Opinion of Venable LLP
8.1      Opinion of Whiteford Taylor Preston LLP
10.1     At-The-Market Offering Agreement dated November 8, 2021, by and between
       Presidio Property Trust, Inc. and The Benchmark Company, LLC
23.1     Consent of Venable LLP (contained in Exhibit 5.1)
23.2     Consent of Whiteford Taylor Preston LLP (included in Exhibit 8.1)
104    Cover Page Interactive Data File (embedded within the Inline XBRL
       document)

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