Presidio Property Trust, Inc. (“Presidio” or the “Company”), an
internally managed, diversified real estate investment trust
(“REIT”), announced today that it has entered into a cooperation
agreement with Zuma Capital Management, LLC (“Zuma”), Ouray Capital
Management, LLC (“Ouray”), Reuben Berman, Stefani Carter, Vito
Garfi, Brent Morrison, Elena Piliptchak, and certain affiliated and
associated persons thereof (collectively, the “Zuma Investor
Group”) that beneficially holds, in the aggregate, 1,103,655
shares, or approximately 7.6%, of Presidio’s outstanding common
stock.
Under the terms of the cooperation agreement,
Elena Piliptchak, the Managing Member of Ouray, has been appointed
to the Presidio Board, effective immediately, as a Class III
director with a term expiring at Presidio’s 2026 Annual Meeting of
Stockholders. In connection with this appointment, Presidio’s Board
has been increased from six to seven directors.
Jack K. Heilbron, Presidio’s Chairman of the
Board, Chief Executive Officer and President, stated, “We are
pleased to have reached this constructive agreement with the Zuma
Investor Group, which we believe is in the best interests of
Presidio and our stockholders. I am also pleased to welcome Elena
to the Presidio Board and we look forward to benefiting from her
extensive experience in investment and portfolio management.”
Brent Morrison, Zuma’s Managing Member, stated,
“We are pleased to have worked collaboratively with Presidio to
reach this cooperation agreement, which we believe is a good
outcome for all stockholders. We believe that the addition of a new
independent director, particularly one with Elena’s stockholder
perspective, background, and expertise, will be instrumental in
helping Presidio continue to execute upon its plans to enhance
stockholder value.”
Pursuant to the agreement, Zuma has agreed to
withdraw the director nominations it had previously submitted to
Presidio and the Zuma Investor Group will support the Presidio
Board’s slate of directors at the 2024 Annual Meeting of
Stockholders. The Zuma Investor Group has also agreed to certain
customary standstill provisions and voting commitments. The full
cooperation agreement with the Zuma Investor Group will be filed in
a Current Report on Form 8-K with the Securities and Exchange
Commission.
Gottfried Shareholder Advisory LLC served as
strategic advisor, and Sichenzia Ross Ference Carmel LLP and
Venable LLP served as legal advisors to Presidio. Olshan Frome
Wolosky LLP served as legal advisor to the Zuma Investor Group.
About Elena Piliptchak
Elena Piliptchak is a senior investment
management executive with deep experience in investment and
portfolio management. She currently serves as Portfolio Manager for
Ouray Capital Management, LLC, a concentrated small-cap equity fund
focused on investing in a limited number of under-researched
stocks, since founding the company in 2014. Previously, she served
as a Senior Investment Professional for Axial Capital Management
LLC, a $1.5 billion long-short equity “Tiger Cub” fund, from 2012
to 2014, Portfolio Manager for Tiger Europe Management LLC, a
long-short equity “Tiger Cub” fund that she co-founded, from 2008
to 2012, Director for Tiger Europe Master Fund Ltd., a
European-focused “Tiger Cub” fund, from 2008 to 2012, and an
Analyst for Highfields Capital Management LP, an investment
management fund, from 2003 to 2007. Ms. Piliptchak previously
served as a member of the Asset Management Committee for the Kansas
State University Foundation, a committee dedicated to overseeing
university endowment investments, from December 2020 to December
2022. Ms. Piliptchak received an M.B.A. from Harvard Business
School and a B.S. in Accounting and Finance from Kansas State
University.
About Presidio Property
Trust
Presidio is an internally managed real estate
investment trust with holdings in model home properties, which are
triple net leased to homebuilders, and office, industrial, and
retail properties. Presidio’s model homes are leased to
homebuilders located in Arizona, Illinois, Texas, Wisconsin, and
Florida. Presidio’s office, industrial, and retail properties are
located primarily in Colorado, with properties also located in
Maryland, North Dakota, Texas, and Southern California. Presidio
also owns approximately 6.5% of the outstanding common stock of
Conduit Pharmaceuticals Inc., a disease agnostic multi-asset
clinical-stage life science company providing an efficient model
for compound development. For more information on Presidio, please
visit Presidio’s website at https://www.PresidioPT.com.
Cautionary Note Regarding
Forward-Looking Statements
This press release contains statements that are
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and other federal
securities laws. Forward-looking statements are statements that are
not historical, including statements regarding management’s
intentions, beliefs, expectations, representations, plans or
predictions of the future, and are typically identified by such
words as “believe,” “expect,” “anticipate,” “intend,” “estimate,”
“may,” “will,” “should” and “could.” Because such statements
include risks, uncertainties and contingencies, actual results may
differ materially from those expressed or implied by such
forward-looking statements. These forward-looking statements are
based upon Presidio’s present expectations, but these statements
are not guaranteed to occur. Except as required by law, Presidio
disclaims any obligation to publicly update or revise any
forward-looking statement to reflect changes in underlying
assumptions or factors, of new information, data or methods, future
events or other changes. Investors should not place undue reliance
upon forward-looking statements. For further discussion of the
factors that could affect outcomes please refer to Presidio’s
filings with the SEC, including those under “Risk Factors” therein,
copies of which are available on the SEC’s
website, www.sec.gov.
Important Additional Information And
Where To Find It
This communication is being made in connection
with Presidio’s upcoming 2024 Annual Meeting of Stockholders (the
“2024 Annual Meeting”). Presidio intends to file a definitive
proxy statement on Schedule 14A and an accompanying proxy card with
the SEC in connection with the solicitation of proxies from
Presidio’s stockholders in connection with the matters to be
considered at the 2024 Annual Meeting. INVESTORS AND
STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY
STATEMENT AND THE ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS
FILED BY PRESIDIO WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION. Stockholders will be able to obtain the
Proxy Statement, any amendments or supplements to the Proxy
Statement, the accompanying proxy card, and other documents filed
by Presidio with the SEC free of charge at the SEC’s website at
www.sec.gov. Copies will also be available free of charge at the
Investor Relations section of Presidio’s corporate website at
www.presidiopt.com, by writing to Presidio’s Secretary at Presidio
Property Trust, Inc., 4995 Murphy Canyon Road, Suite 300, San
Diego, California 92123, or by contacting Presidio at (760)
471-8536.
Participants in the Solicitation
Presidio, members of our Board of Directors and
certain of our executive officers are “participants” in the
solicitation of proxies from the Company’s stockholders in
connection with the 2024 Annual Meeting. Information regarding the
Company’s Board of Directors and executive officers and their
respective interests in the Company, by security holdings or
otherwise, is set forth in the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2023, filed with the SEC on
April 16, 2024, as amended on April 17, 2024 and April 26, 2024. To
the extent such ownership interests have changed since such
filings, such changes have been reflected on Statements of Change
in Ownership on Form 4 filed with the SEC, and will be reflected in
the Proxy Statement for the 2024 Annual Meeting when filed with the
SEC. Security holders may obtain free copies of these documents as
described above.
Investor Relations Contact:
Presidio Property Trust, Inc.Lowell Hartkorn, Investor
RelationsLHartkorn@presidiopt.comTelephone: (760) 471-8536
x1244
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