Gyrodyne, LLC 8-K

What Happened

• Gyrodyne, LLC’s wholly owned subsidiary GSD Flowerfield LLC and buyer B2K Smithtown LLC executed a Second Amendment dated January 6, 2026 to the Purchase and Sale Agreement originally dated July 30, 2025, governing the proposed sale of the Flowerfield property.
• The amendment provides a $1,520,222 credit at closing to B2K for specified on‑site improvements, confirms the investigation period has expired, and sets a deadline to resolve certain third‑party land use covenants (agreement by February 5, 2026). If unresolved, B2K may terminate the agreement on or before February 6, 2026 and receive return of its deposit.

Key Details

• Purchase-price credit: $1,520,222 credited to B2K at closing for on‑site improvements to Lots 1 and 3.
• Investigation period: The extended investigation period has expired; B2K’s termination right under that provision is void.
• Covenant deadline/termination right: Parties have until Feb 5, 2026 to resolve third‑party covenants; failure to agree allows B2K to terminate by Feb 6, 2026 and get its deposit back.
• Other terms: B2K is responsible for constructing common/offsite facilities; GSD will provide access and cooperate; all other Purchase Agreement terms remain in effect.

Why It Matters

• The amendment directly affects the economics and timing of the Flowerfield sale: the $1.52M credit reduces net proceeds at closing, and the unresolved covenant issue creates a near‑term termination trigger that could void the sale and return the deposit to B2K. Gyrodyne states it is currently unable to estimate the impact on the sale timeline or on net asset value in liquidation. Investors should monitor resolution of the covenant issue (Feb 5–6, 2026) and Company updates for quantification of effects.