Current Report Filing (8-k)
12 August 2022 - 11:10PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 12, 2022
New
York City REIT, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland |
|
001-39448 |
|
46-4380248 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
|
|
|
|
650
Fifth Avenue, 30th Floor
New
York, New
York 10019 |
(Address,
including zip code, of Principal Executive Offices) |
|
Registrant’s telephone
number, including area code: (212)
415-6500 |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title
of each class: |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
Class
A common stock, $0.01 par value per share |
|
NYC |
|
New
York Stock Exchange |
Class
A Preferred Stock Purchase Rights |
|
|
|
New
York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Common
Stock [Member]
| Item 7.01. | Regulation FD Disclosure. |
Earnings Call Script
On August 12, 2022 New York City REIT, Inc. (the
“Company”) hosted a conference call to discuss its financial and operating results for the quarter ended June 30, 2022. A
transcript of the pre-recorded portion of the conference call is furnished as Exhibit 99.1 to this Current Report on Form 8-K. As
previously disclosed, a replay of the entire conference call is available through November 12, 2022 by telephone as follows:
Domestic Dial-In (Toll Free): 1-800-770-2030
International Dial-In: 1-647-362-9199
Conference Number: 5954637
The information set forth in Item 7.01 of this
Current Report on Form 8-K and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that Section. The information set forth in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall
not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of
any general incorporation language in such filing.
The statements in this Current Report on Form
8-K that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties
that could cause actual results or events to be materially different. The words “may,” “will,” “seeks,”
“anticipates,” “believes,” “expects,” “estimates,” “projects,” “plans,”
“intends,” “should” and similar expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties
and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from
the results contemplated by the forward-looking statements. These risks and uncertainties include (a) the potential adverse effects of
(i) the ongoing global COVID-19 pandemic, including actions taken to contain or treat COVID-19, and (ii) the geopolitical instability
due to the ongoing military conflict between Russia and Ukraine, including related sanctions and other penalties imposed by the U.S. and
European Union, and the related impact on the Company, the Company’s tenants, and the global economy and financial markets, and
(b) that any potential future acquisition is subject to market conditions and capital availability and may not be identified or completed
on favorable terms, or at all, as well as those risks and uncertainties set forth in the Risk Factors section of the Company’s Annual
Report on Form 10-K for the year ended December 31, 2021 filed on March 18, 2022 and all other filings with the SEC after that date as
such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports. Forward
looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking
statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, unless required
to do so by law.
| Item
9.01. | Financial
Statements and Exhibits. |
Exhibit No. |
Description |
99.1 |
Transcript |
104 |
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
New York City REIT, Inc. |
|
|
|
|
|
|
Date: August 12, 2022 |
By: |
/s/ Edward M. Weil, Jr. |
|
|
Edward M. Weil, Jr. |
|
|
Chief Executive Officer, President, and Secretary |
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