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): March 329, 2021 (~~February~~March 2524, 2021)

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.)

8800 Village Drive, Suite 202, San Antonio, TX		78217
(Address of principal executive offices)		(Zip Code)

480-530-3495

(Registrant’s telephone number, including area code)

15150 North Hayden Road, Suite 235, Scottsdale, AZ 85260

(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))

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

Item 1.0301: ~~Bankruptcy~~Entry orinto ~~Receivership~~a Material Definitive Agreement

On ~~February~~March 2524, 2021, ~~Fremont Hills Development Corporation (“FHDC” or “Debtor”), a wholly-owned subsidiary of Gadsden Properties Inc. (~~the ~~“Company”), filed a voluntary petition (the “Bankruptcy Petition” or the “current case”) for relief under chapter 11 of title 11 of the~~ United States ~~Code (the “~~Bankruptcy ~~Code”) in the United States Bankruptcy~~ Court for the Northern District of California (the “Bankruptcy Court”), Case# 5:2021bk50240. ~~FHDC~~issued isan order approving a Stipulation (the ~~principal~~“Stipulation”) ~~operating~~between ~~subsidiary~~2501 of Cormack, LLC (the ~~Company~~“Lender”) and ~~owns~~Fremont ~~the~~Hills Development ~~principal~~Corporation ~~asset~~(“FHDC” ofor ~~the~~“Debtor”), ~~Company:~~ a ~~mixed~~wholly-~~use~~owned ~~development~~subsidiary ~~known~~of asGadsden ~~Mission~~Properties ~~Hills~~Inc. ~~Square~~ (the ~~“Mission~~ ~~Hills Property”~~"Company"), that iswas ~~located~~submitted inon ~~Fremont~~March 10, ~~California~~2021 inby ~~the~~and ~~foothills~~through oftheir ~~the~~respective ~~San~~counsel ~~Francisco~~of ~~Bay~~record, ~~Area~~whereby ~~along~~the ~~Highway 680.~~parties ~~The~~agreed ~~Mission Hills Property is planned~~ to ~~offer~~terms ~~158 residential apartment units~~ and ~~more~~conditions ~~than~~that ~~53,900~~include ~~square~~the ~~feet of commercial retail space.~~following:

~~FHDC had filed~~ a ~~voluntary petition for relief under chapter 11 of the Bankruptcy Code on October 9, 2020 (the “prior case”~~). The ~~automatic~~Debtor ~~stay~~shall inpay ~~the~~when ~~prior case~~due ~~terminated~~all onpost-petition ~~January~~taxes ~~9, 2021 and the prior case was dismissed by the Bankruptcy Court~~ on ~~February 16, 2021. A foreclosure sale for the~~ Mission Hills ~~Property~~Square ~~was scheduled to be held on February 26, 2021 by 2501 Cormack, LLC, the holder of the first mortgage on the Mission Hills Property~~ (the “~~Secured Creditor~~Property”). ~~During period of the prior case, FHDC~~ and ~~the~~remain ~~Company worked~~current on ~~a plan of reorganization, including a review of multiple options for the Mission Hills Property~~ such ~~as refinancing the secured loan~~taxes, awhich ~~new~~are ~~money~~approximately ~~loan to complete construction on the project~~$33,081 aper ~~sale~~calendar ~~of the Mission Hills Property, and other strategic alternatives.~~quarter;

b) The ~~Secured~~Debtor ~~Creditor~~will ~~filed~~maintain anreasonable ~~Emergency Motion~~security toand ~~Dismiss~~protection ~~the~~of ~~Bankruptcy Petition arguing, among other matters, that FHDC’s “primary purpose” for filing~~ the ~~Bankruptcy~~Property ~~Petition~~site ~~was~~such ~~“…to~~as ~~circumvent~~fencing orand ~~otherwise~~monitoring ~~collaterally attack the dismissal order in the [prior] case. That can never be anything other than an abuse~~ of the ~~chapter 11 process and blatant, overt misconduct.” A hearing on this motion by the Bankruptcy Court was held on February 26, 2021.~~site;

~~The~~c) Company believes that FHDC adequately responded to the Secured Creditor’s motion. FHDC has requested the Bankruptcy Court dismiss the Secured Creditor’s motion on the condition that FHDC provide adequate protection payments of $100,000 per month and that FHDC provide a Plan of Reorganization within 30 days. The ~~Company~~ ~~believes~~Debtor onwill ~~the~~facilitate ~~basis~~access ~~of a July 2019 appraisal that was provided by FHDC~~ to the ~~Bankruptcy Court, that the value of the Mission Hills~~ Property isto ~~greater~~allow ~~than~~previous ~~the~~contractors ~~amount owed~~ to ~~the~~remove ~~Secured~~their ~~Creditor and that a foreclosure sale is not in the best interests of the other creditors.~~equipment

Ad) ~~subsequent~~The ~~hearing~~Debtor ~~was~~shall ~~scheduled~~make byspecified adequate protection payments to the ~~Bankruptcy~~ ~~Court~~Lender ~~for~~until ~~March~~the ~~16,~~Stipulation ~~2021.~~expires ~~The~~or ~~Secured~~the ~~Creditor~~Lender ~~may~~obtain ~~file~~relief anfrom ~~amendment~~the tostay ~~its~~under ~~motion~~the byBankruptcy ~~March~~Act: 5an initial payment of $100,000, ~~2021~~which ~~and~~has ~~FHDC~~been ~~may~~paid; ~~respond to~~and ~~such~~remaining ~~amended~~payments ~~motion~~of by$150,000 ~~March~~per 12month beginning April, 2021. on or prior to the 15th of each calendar month;

~~The~~e) ~~foregoing~~On isor aprior ~~summary~~to ofMay ~~the arguments~~21, ~~that~~2021, ~~were made by~~ the ~~parties~~Debtor inwill ~~documents~~file ~~that~~its ~~were~~plan ~~submitted~~of toreorganization, ~~the Bankruptcy Court by the Secured Party~~ and ~~FHDC~~ ~~and~~there ~~are~~shall ~~qualified~~be ina ~~their~~hearing ~~entirety~~on ~~by reference to~~ the ~~full~~confirmation ~~text~~ of such ~~documents.~~plan Aon ~~copy~~or ofprior ~~the documents that were submitted by the Secured Creditor~~ to ~~the~~July ~~Bankruptcy~~22, ~~Court related to the Secured Creditor’s motion are attached as an exhibit to this filing and are incorporated in this Item by reference.~~2021

On or prior to August 23, 2021, the Debtor will pay the obligations to the Lender in full;

The Debtor shall promptly file an adversary proceeding against Bay Area Investment Fund I, LLC (“BAI”) seeking to (1) remove the BAI Lis Pendens that it filed with respect to the Property and (2) obtain an order by the Bankruptcy Court determining that any claim of BAI is junior in priority to the Lender’s claim against the Property.

All of the above terms and conditions have been satisfied. The Stipulation provides that if the Debtor is in breach of its agreements in the Stipulation, then after a cure period of two business days, the automatic stay under the Bankruptcy Code with respect to the Lender will be terminated and the Lender may foreclose on the Property.

The foregoing description of the Stipulation is a summary only, is not intended to be complete, and is qualified in its entirety by reference to the full text of the Stipulation, which is filed as an exhibit to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	~~Description of Exhibit~~	Description of Exhibit
99.1	~~Emergency Motion to Dismiss Bankruptcy Case by Attorneys for the Secured Creditor~~	Stipulation for Relief from Stay. Filed by Attorneys for the Secured Creditor 2501 Cormack, LLC
99.2	Declaration of Paul Rahimian In Support of Emergency Motion to Dismiss Bankruptcy Case
99.3	Ex Parte Application for Order Shortening Time for Service and Hearing On Emergency Motion to Dismiss Bankruptcy Case by Attorneys for the Secured Creditor
99.4	Declaration of Ori Katz In Support of Ex Parte Application for Order Shortening Time for Service and Hearing On Emergency Motion to Dismiss Bankruptcy Case

SIGNATURE

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

Dated: March 29, 2021

	Gadsden Properties, Inc.

	By:	/s/ BJ Parrish
		BJ Parrish
		Chief Executive Officer

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