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): ~~October~~November 1330, 2020 (~~October~~November 923, 2020)

Gadsden Properties, Inc.

(Exact name of registrant as specified in its charter)

Nevada		000-11635		59-2058100
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

15150 North Hayden Road, Suite 235, Scottsdale, AZ		85260
(Address of principal executive offices)		(Zip Code)

480-530-3495

(Registrant’s telephone number, including area code)

(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))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Securities registered pursuant to Section 12(b) of the Act: None

~~Section~~5.02 1 Departure -Of ~~Registrant's~~Directors ~~Business~~Or ~~and~~Certain ~~Operations~~Officers; Election Of Directors; Appointment Of Certain Officers

~~Item 1.03:~~Death ~~Bankruptcy~~of ~~or Receivership~~ Officer/Director

~~On October 9, 2020, Fremont Hills Development Corporation ("FHDC"), a wholly-owned subsidiary of~~ Gadsden Properties , Inc. (~~the~~OTC ~~"Company"),~~Pink ~~filed~~and aTASE: ~~voluntary~~GADS; ~~petition (the~~ “~~Bankruptcy Petition”) for relief under chapter 11 of title 11 of~~ the ~~United States Code (the “Bankruptcy Code~~Company”) ~~in the United States Bankruptcy Court~~ ~~for~~today ~~the~~issued ~~Northern~~a ~~District~~press ofrelease ~~California~~announcing ~~(the~~that ~~“Bankruptcy~~its ~~Court”),~~Chief ~~Case#~~Executive ~~5:2020bk51485.~~Officer ~~FHDC~~and ismember ~~the principal operating subsidiary~~ of ~~the~~its ~~Company~~Board ~~and owns the principal asset~~ of ~~the~~Directors, ~~Company:~~Douglas aFunke, ~~mixed-use development known as Mission Hills~~unexpectedly ~~Square~~passed ~~(the~~away ~~“Mission~~on ~~Hills Property”) that is located in Fremont~~Saturday, ~~California~~November ~~in the foothills of the San Francisco Bay Area along Highway 680. The Mission Hills Property is planned to offer 158 residential apartment units and more than 53~~21,~~900 square~~ ~~feet of commercial retail space~~2020.

~~The decision~~Appointment to file the Bankruptcy Petition was taken to obtain the relief provided by the Bankruptcy Code to stay any potential foreclosure action by the First Lien mortgage lender (“Secured Lender”) on the Mission Hills Property while FHDC and the Company could explore refinancing options for the Mission Hills Property’s debt so as to complete construction. Prior to the filing, FHDC and the Company had been negotiating an additional extension and forbearance with the Secured Lender with respect to any foreclosure action, so that FHDC and the Company could review options for the Mission Hills Property including refinancing of ~~the secured loan, a new money loan to complete construction on the project, a sale of the Mission Hills Property, or other strategic alternatives.~~Director

~~FHDC and~~The ~~the~~ Company ~~are~~has ~~seeking~~appointed aBJ ~~Senior~~Parrish, ~~Secured~~a ~~Super-Priority Debtor-in-Possession Loan Facility~~member ~~(“DIP~~of ~~Financing”)~~its ~~that~~Board ~~will enable FHDC to adequately finance the bankruptcy process and to seek alternatives for sale or development~~ of ~~the Mission Hills Property. While FHDC and the Company expect to enter into negotiations for such facility with a qualified lender~~Directors, ~~there can be no assurance that any such loan facility will be available on acceptable~~ ~~terms~~as orits atinterim ~~all,~~Chief orExecutive ~~that any such loan facility will be approved by the Bankruptcy Court~~Officer.

B.J. Parrish. Mr. Parrish was appointed to the board of directors of FC GlobalGPI upon closing of the stock transaction on April 5, 2019 and has served as a member of Gadsden’s board of directors since Gadsden’s formation. Mr. Parrish has served as the Chief Financial Officer and Secretary of Cibolo Creek Partners, LLC, a Delaware limited liability company, or Cibolo, since 2005 and a Director since 2013. Mr. Parrish is responsible for the financial management of Cibolo and the 12 limited partnerships of which it serves as general partner. Mr. Parrish is also instrumental in the raising of capital through both the equity and debt markets for all of Cibolo’s investment ventures. Prior to Cibolo, Mr. Parrish served as the Vice President of Cibolo’s predecessor company, Midland Red Oak Realty Inc., where he was involved in the formation of a $100 million credit facility, as well the acquisition and disposition of over $200 million worth of commercial real estate assets across the Southwest United States. Prior to Midland Red Oak Realty Inc., Mr. Parrish was a financial analyst and a manager of investor relations with Southwest Royalties, Inc., a privately held oil and gas exploration and production company. Mr. Parrish also serves on the board of directors of Memory Care America, an Alzheimer’s and dementia residential care operating company with facilities in Texas, Arkansas, and Florida. Mr. Parrish received a B.B.A. in finance and an M.B.A., both from the University of Texas Permian Basin. Mr. Parrish is a member of Gadsden’s Nominating and Corporate Governance Committee and its Audit Committee. Mr. Parrish was selected to serve on the board due to his expertise in the real estate industry.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of fact, that address activities, events or developments that the Company or the Company’s management intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements including without limitation the Company’s statements regarding its plans toregarding ~~pursue~~ the ~~marketing and sale of the~~ Mission Hills Property ~~and pursue and acquire any DIP Financing~~. Although the Company believes forward-looking statements are based upon reasonable assumptions, such statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results or performance of the company to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to those described in the Company’s other filings with the Securities and Exchange Commission, under the headings “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” as well as the administration of the Bankruptcy Matter, market conditions regarding the multi-family and mixed use properties in the area of the Mission Hills Property. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. Forward-looking statements are not any guarantee of future performance, and actual results, developments and business decisions may differ from those envisaged by the Company’s forward-looking statements.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized.

	GADSDEN PROPERTIES, INC.
Date: October 13, 2020	By:	/s/ Douglas Funke
Date: November 30, 2020	By:	/s/ BJ Parrish
		Douglas Funke
		BJ Parrish Chief Executive Officer
		Chief Executive Officer

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