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): July 23, 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)		(I.R.S. Employer Identification No.)

8800 Village Drive, Suite 202, San Antonio, Texas 78217		85260
(Address of principal executive offices)		(Zip Code)

210-541-4425

(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))

☐

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

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
Common Stock, par value $0.001		GADS		OTC PINK

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 7.01: REGULATION FD DISCLOSURE

Gadsden Properties, Inc. (the “Company” or “Gadsden”) today announced that it has filed a Form 15 with the U.S. Securities and Exchange Commission (the “SEC”) to voluntarily suspend its reporting obligations under Section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) . The Company has not filed all of its periodic reports on Form 10-Q and Form 10-K and has received a letter from the Staff of the SEC that stated, among other matters, if the Company does not file all required reports within fifteen days of the letter, the Company may be subject, without further notice, to an administrative proceeding brought by the SEC’s Division of Enforcement pursuant to Section 12(j) of the Exchange Act to revoke its Exchange Act registration and that the Company may also be subject to a trading suspension pursuant to Section 12(i) of the Exchange Act. The action by the Company is based on Exchange Act Rule 12h-3(b)(1)(i) and the Company’s good faith belief that it has less than 300 stockholders of record.

The filing of the Form 15 suspends the Company’s obligations to file periodic reports with the SEC and does not eliminate the Company’s obligation to file all reports under Section 13(a) of the Exchange Act that were due on or before the date permitted by the Form 15.

The Company has been working to prepare and file the periodic reports that were due on or before the date permitted by the Form 15 and expects to continue to work to prepare and file such reports to the extent it has sufficient resources, but there is no assurance that the Company will be able to complete such reports in a timely manner.

In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in Exhibit 99.1 hereto is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Exchange Act. The information set forth in Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Forward-Looking Statements

This release may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of said safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of our company, are generally identified by use of words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “could,” “may,” “should,” “will,” “would,” or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results. Some of the factors that could cause our actual results to differ from our expectations or beliefs include, without limitation, the risks discussed from time to time in our filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press Release, dated July 23, 2021 (furnished herewith)

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: July 23, 2021	By:	/s/ BJ Parrish
		BJ Parrish
		Chief Executive Officer

Gadsden Properties, Inc. 8-K