NYC American Strategic Investment Co

 

 

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): December 28, 2023

 

American Strategic Investment Co.

(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.)
222 Bellevue Ave, Newport, Rhode Island 02840
(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		true		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. ¨

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Resignation of Director Abby M. Wenzel

 

On December 28, 2023, Ms. Abby M. Wenzel resigned as a Class I Director of the American Strategic Investment Co. (the “Company”), effective December 28, 2023. Ms. Wenzel’s resignation from the Board is not the result of any disagreement with the Company. In connection with such resignation, the board of directors of the Company (the “Board”) approved amendments to certain award agreements by and between the Company and Ms. Wenzel to accelerate the vesting of all unvested restricted shares granted to Ms. Wenzel for service on the Board under the Company’s 2017 Amended and Restated Employee and Director Incentive Restricted Share Plan and the Company’s 2020 Omnibus Incentive Compensation Plan such that all such shares vested upon the effectiveness of Ms. Wenzel’s resignation.

 

Appointment of Director Nicholas Radesca

 

On December 28, 2023, the Board appointed Mr. Nicholas Radesca to serve as a member of the Board, effective December 28, 2023, to fill the vacancy created by the resignation of Ms. Wenzel. Mr. Radesca will serve as a Class I Director for the remainder of Ms. Wenzel’s term, which expires on the date of the Company’s 2024 Annual Meeting of Stockholders, and until his successor has been duly elected and qualified, subject to his earlier death, resignation, retirement, disqualification or removal.

 

The board determined that Mr. Radesca is “independent” as defined under the listing standards of the New York Stock Exchange (“NYSE”) and the Company’s corporate governance guidelines. The Board appointed Mr. Radesca to serve on the Board’s Audit Committee, Compensation Committee and Nominating and Governance Committee, to fill the vacancies created by the resignation of Ms. Wenzel, and to serve as the Chair of the Compensation Committee, which position had been held by Ms. Wenzel. The Board designated him as an “audit committee financial expert” as defined by the Securities and Exchange Commission (“SEC”).

 

Mr. Radesca, 58, served as an independent director of G&P Acquisition Corp. from January 2021 to December 2022, and has decades of public company experience as chief financial officer of numerous companies, including serving as interim chief financial officer of the Company from June 2015 through November 2017 and as chief financial officer of AR Global Investments, LLC (“AR Global”) from January 2014 through November 2017, which is the parent company of New York City Advisors, LLC, the Company’s advisor, and New York City Properties, LLC, the Company’s property manager. Prior to joining the predecessor to AR Global, in December 2012, Mr. Radesca was employed by Solar Capital Management, LLC, from March 2008 to May 2012, where he served as the chief financial officer and corporate secretary for Solar Capital Ltd. and its predecessor company, and Solar Senior Capital Ltd., both of which are publicly traded business development companies. From 2006 to February 2008, Mr. Radesca served as the chief accounting officer at iStar Financial Inc. (“iStar”), a publicly traded commercial REIT, where his responsibilities included overseeing accounting, tax and SEC reporting. Prior to iStar, Mr. Radesca served in various senior accounting and financial reporting roles at Fannie Mae, Del Monte Foods Company, Providian Financial Corporation and Bank of America. Mr. Radesca has 25 years of experience in financial reporting and accounting and is a licensed certified public accountant in New York and Virginia. Mr. Radesca holds a B.S. in accounting from the New York Institute of Technology and an M.B.A. from the California State University, East Bay.

 

The Board believes that Mr. Radesca’s extensive background in real estate, credit, M&A and operating businesses make him well qualified to serve on the Board.

 

There are no family relationships between Mr. Radesca and any director or executive officer of the Company, there are no arrangements or understandings between Mr. Radesca and any other persons or entities pursuant to which Mr. Radesca was appointed as a director of the Company. Since the beginning of Company’s last fiscal year, the Company has not engaged in any transaction, or any currently proposed transaction, in which Mr. Radesca had or will have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K promulgated by the SEC.

 

 

Effective upon appointment, Mr. Radesca became eligible to receive the standard compensation provided by the Company to its other non-employee directors, including a pro-rated annual retainer based on the date he joins the Board, as most recently disclosed in the Company’s definitive proxy statement for its 2023 annual meeting of shareholders filed with the SEC on April 18, 2023 (the “2023 Proxy Statement”). In addition, in connection with his appointment, Mr. Radesca will enter into the Company’s standard indemnification agreement, as described in the Company’s 2023 Proxy Statement, and filed as Exhibit 10.10 of the Company’s Annual Report on Form 10-K filed with the SEC on March 16, 2023.

 

Item 7.01 Regulation FD Disclosure

 

On December 29, 2023, the Company issued a press release relating to the matters described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference in this Item 7.01. The information contained in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “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, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly incorporated by specific reference in such filing.

 

 Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.	Description
99.1	Press Release, dated December 29, 2023
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.

 

	American Strategic Investment Co.
Date: December 29, 2023	By:	/s/ Michael Anderson
		Michael Anderson
		Chief Executive Officer

 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

AMERICAN STRATEGIC INVESTMENT CO. ANNOUNCES CHANGES TO BOARD OF DIRECTORS

 

NEW YORK –December 29, 2023 - American Strategic Investment Co. (NYSE: NYC) (“ASIC” or the “Company”) announces the following changes to its Board of Directors.

 

Board member Abby Wenzel has announced that she will resign from the ASIC Board effective December 28, 2023, after serving as a director for more than nine years. Nicholas Radesca has been appointed to the Board as an independent director with immediate effect. Mr. Radesca has a long history of board memberships and has held numerous executive roles.

 

Commenting on Ms. Wenzel’s departure, Chief Executive Officer Michael Anderson said, “On behalf of our shareholders, we wish to acknowledge with gratitude Abby’s significant contribution to ASIC over the past nine years. In her role, Abby’s leadership and steady hand have been vital in guiding the business through significant changes and challenges.”

 

Mr. Radesca, 58, has decades of public company experience as chief financial officer of numerous companies, including serving as interim chief financial officer of the Company and as chief financial officer of AR Global and related companies, all of which ended in 2017. He brings to the Company a deep background in real estate, credit, M&A and operating businesses, which the Board believes will bring great value to the Company as it continues to evaluate investment opportunities beyond its current portfolio of assets.

 

Commenting on Mr. Radesca’s appointment, Chief Executive Officer Michael Anderson said, “We are pleased to welcome Nick back to ASIC and expect his contributions to be very valuable in this new phase of the Company. He joins a board with diverse set of experiences and expertise and believe he will be a great addition.”

 

About the Company

 

American Strategic Investment Co. owns a portfolio of commercial real estate. Additional information about ASIC can be found on its website at AmericanStrategicInvestment.com.

 

 

Forward-Looking Statements

 

The statements in this press release 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 anticipated benefits of the Company’s election to terminate its status as a real estate investment trust, (b) whether the Company will be able to successfully acquire new assets or businesses, (c) the potential adverse effects of (i) a resurgence of the global COVID-19 pandemic, including actions taken to contain or treat COVID-19, (ii) the geopolitical instability due to the ongoing military conflict between Russia and Ukraine and Israel and Hamas, 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 (iii) inflationary conditions and higher interest rate environment, and (d) that any potential future acquisition is subject to market conditions and capital availability and may not be 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, 2022 filed on March 16, 2023 and all other filings with the Securities and Exchange Commission after that date, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent filings with the Securities and Exchange Commission. Further, 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.

 

Contacts:

Investor Relations

info@ar-global.com

(866) 902-0063

 

 

 

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Cover	Dec. 28, 2023
Document Information [Line Items]
Document Type	8-K
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Document Period End Date	Dec. 28, 2023
Entity File Number	001-39448
Entity Registrant Name	American Strategic Investment Co.
Entity Central Index Key	0001595527
Entity Tax Identification Number	46-4380248
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	222 Bellevue Ave,
Entity Address, City or Town	Newport
Entity Address, State or Province	RI
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Document Information [Line Items]
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Trading Symbol	NYC
Security Exchange Name	NYSE
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