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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 26, 2023
_________________________________
Strategic Realty Trust, Inc.
(Exact name of Registrant specified in its Charter)
_________________________________
Maryland
000-54376
90-0413866
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer
Identification No.)
550 W Adams St, Suite 200
Chicago, Illinois, 60661
(Address of Principal Executive Offices, including Zip Code)
Registrant’s telephone number, including area code: (312) 878-4860

(Former name or former address, if changed since last report)
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 classTrading Symbol(s)Name of each exchange on which registered
NoneNoneNone
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 1.01. Entry into a Material Definitive Agreement.
On July 26, 2023, Strategic Realty Trust, Inc. (the “Company”), Strategic Realty Operating Partnership, LP, the Company’s operating partnership, and SRT Advisor, LLC, the Company’s external advisor, entered into the Eleventh Amendment to the Advisory Agreement (the “Amendment”) to be effective as of August 9, 2023. The Amendment renews the term of the Advisory Agreement for an additional one-year term and again set the asset management fee at $250,000 for the twelve-month period commencing August 2023 through July 2024. In all other material respects, the terms of the Advisory Agreement remain unchanged. A copy of the Amendment is provided at Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.

Exhibit NumberDescription
Eleventh Amendment to the Advisory Agreement


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.
STRATEGIC REALTY TRUST, INC.
Dated: August 1, 2023By:/s/ Matthew Schreiber
Matthew Schreiber
Chief Executive Officer


11th AMENDMENT TO ADVISORY AGREEMENT AMONG STRATEGIC REALTY TRUST, INC. STRATEGIC REALTY OPERATING PARTNERSHIP, LP, AND SRT ADVISOR, LLC THIS 11th AMENDMENT TO THE ADVISORY AGREEMENT (“AMENDMENT”), effective as of August 9, 2023 (the “Effective Date”) is entered into by and among Strategic Realty Trust Inc., a Maryland corporation (the “Company”), Strategic Realty Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and SRT Advisor, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Advisory Agreement. W I T N E S S E T H WHEREAS, the Company, the Operating Partnership and the Advisor entered into that certain Advisory Agreement dated as of August 10, 2013, which was amended by that certain First Amendment to Advisory Agreement dated as of July 15, 2014, that Second Amendment to Advisory Agreement dated as of August 3, 2015, that Third Amendment to Advisory Agreement dated as of July 19, 2016, that Fourth Amendment to Advisory Agreement dated as of July 25, 2017, that Fifth Amendment to Advisory Agreement dated as of July 19, 2018, that Sixth Amendment to Advisory Agreement dated as of August 2nd, 2018, that Seventh Amendment to Advisory Agreement dated as of August 1, 2019, that Eighth Amendment to Advisory Agreement dated July 30, 2020, that Ninth Amendment to Advisory Agreement dated as of August 5, 2021, that Tenth Amendment to Advisory Agreement effective as of August 9, 2022 (as amended by this 11th Amendment the “Advisory Agreement”) which by its current terms expired on August 9, 2023; WHEREAS, the Company, the Operating Partnership and the Advisor desire to amend the Advisory Agreement to (i) reflect an adjustment to the Asset Management Fee to be paid during the twelve- month period commencing August 2023 through July 2024; and WHEREAS, the parties hereto desire to renew the Advisory Agreement effective as of August 9, 2023 for an additional twelve months from August 10, 2023, on the terms and conditions set forth below during the renewal period. ACTIVE600148223.1

 
ACTIVE600148223.1 NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Advisory Agreement is hereby amended as follows: 1. Amendment of Section 9(e): Section 9(e) of the Advisory Agreement shall be deleted in its entirety and replaced as follows: The Advisor shall receive the Asset Management fee as compensation for services rendered in connection with the management of the Company’s assets. During the twelve-month period commencing August 2023 and ending July 2024, the Asset Management Fee shall be equal to a monthly fee of one-twelfth (1/12th) of $250,000. The Asset Management fee shall be payable in arrears on the first business day of each month. 2. Term: The Advisory Agreement is renewed for an additional term of 12 months, effective as of August 10, 2023. 3. Fees Through Liquidation: The Board of Directors reviewed estimated fees to be paid to the Advisor assuming the terms of the Advisory Agreement currently in effect remain in effect through the liquidation of the Company, which fees are detailed in an exhibit to the minutes of the meeting of the Board of Directors which occurred on July 19, 2023. It is the expectation of the parties that the fees charged by the Advisor would remain consistent with the terms of the Advisory Agreement for future renewals, through the liquidation of the Company. 4. Except as specifically set forth above, the Advisory Agreement shall remain unmodified, and in full force and effect.

 
ACTIVE600148223.1 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of July 26, 2023. Strategic Realty Trust, Inc. By: Matthew Schreiber Matthew Schreiber (Jul 26, 2023 10:30 PDT) Matthew Schreiber, President Strategic Realty Operating Partnership, L.P. By: Strategic Realty Trust, Inc. Its General Partner Matthew Schreiber By: Matthew Schreiber (Jul 26, 2023 10:30 PDT) Matthew Schreiber, President SRT Advisor, LLC Matthew Schreiber By: Matthew Schreiber (Jul 26, 2023 10:30 PDT) Its: CEO

 
v3.23.2
Cover page Cover page
Aug. 01, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jul. 26, 2023
Entity Registrant Name Strategic Realty Trust, Inc.
Entity Incorporation, State or Country Code MD
Entity File Number 000-54376
Entity Tax Identification Number 90-0413866
Entity Address, Address Line One 550 W Adams St, Suite 200
Entity Address, City or Town Chicago
Entity Address, State or Province IL
Entity Address, Postal Zip Code 60661
City Area Code 312
Local Phone Number 878-4860
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001446371
Amendment Flag false
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