UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 12, 2024

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Strategic Realty Trust, Inc.

(Exact name of Registrant specified in its Charter)

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Maryland	000-54376	90-0413866
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

1 S. Wacker Dr, Suite 3210

Chicago, Illinois, 60606

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (312) 878-4860

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 1.01. Entry into a Material Definitive Agreement.

Strategic Realty Trust, Inc. (the “Company”), through its wholly owned subsidiaries, owns five operating properties in San Francisco, California, referred to as 400 Grove Street, 8 Octavia Street, Fulton Shops, 450 Hayes, and 388 Fulton (collectively, the “San Francisco Assets”). On August 12, 2024, the due diligence period expired under the five related purchase and sale agreements and escrow instructions for the sale of each of the San Francisco Assets by and between the property owning subsidiary of the Company and SM1848 LLC, an affiliate of Moran Capital LLC. The purchaser is unaffiliated with the Company or its advisor. The agreements provide that the disposition of each of the San Francisco Assets is conditioned on the disposition of each other San Francisco Asset and the properties are considered related properties. Pursuant to the agreements, the aggregate sales price for the San Francisco Assets is approximately $10.9 million. The closing date is expected to be September 11, 2024. There can be no assurance that we will complete the sale of the San Francisco Assets. In certain circumstances, if the purchaser fails to complete the acquisition, it may forfeit up to approximately $0.3 million of earnest money.

SIGNATURES

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

STRATEGIC REALTY TRUST, INC.

Dated: August 15, 2024

By:

/s/ Matthew Schreiber

Matthew Schreiber

Chief Executive Officer

Strategic Realty Trust, Inc. 8-K