American Strategic Investment Co.
Extract: Poison Pill Activity: Exemption/Carveout/Waiver Announcement from a 8-K on 01/24/2023   Download
SEC Document
SEC Filing

Amendment to Rights Agreement and Waiver Agreement

 

On January 23, 2023, the Company entered into Amendment No. 3 to the Amended and Restated Rights Agreement, dated August 17, 2020 (as amended by Amendment No. 1, dated August 12, 2021, and Amendment No. 2, dated August 10, 2022, as amended the “Rights Agreement”) (the “Rights Plan Waiver Agreement”). Pursuant to the Rights Plan Waiver Agreement, the Company exempted any purchases made in connection with exercising Subscription Rights (as defined below) from the ownership limits contained in the Rights Agreement.

 

In addition, on January 23, 2023, the Company entered into the Second Amendment to the Waiver Agreement, dated February 4, 2022 (as amended by the First Amendment, dated August 10, 2022) with Bellevue and New York City Advisors, LLC (the “Advisor”) (the “Waiver Agreement”). Pursuant to the Waiver Agreement, the Company waived the existing ownership limits applicable to purchases of the Company’s Common Stock by Bellevue, the Advisor and each other Excluded Person (as defined in the Waiver Agreement) including future issuances of Common Stock issued in lieu of the Company paying cash to the Advisor for asset management services. In connection with the Waiver Agreement, Bellevue, the Advisor and each other Excluded Person have granted an irrevocable proxy to the Company that grants the Company the right to vote any shares of Common Stock directly or indirectly Beneficially Owned (as defined in the Waiver Agreement) collectively by Bellevue, the Advisor and each other Excluded Person in excess of 34.9% of the Company’s outstanding shares of Common Stock in the same proportion as all other shares voted by the Company’s stockholders.