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): ~~January 24~~April 11, 2025

POWER REIT

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation)

001-36312

(Commission File Number)

45-3116572

(IRS Employer Identification No.)

301 Winding Road

Old Bethpage, NY 11804

(Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: (212) 750-0371

N/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 (see General Instruction A.2. below):

~~(Former name~~☐ orWritten ~~former~~communications ~~address,~~pursuant ifto ~~changed~~Rule ~~since~~425 ~~last~~under ~~report~~the Securities Act (17 CFR 230.425)

~~Check the~~☐ ~~appropriate~~Soliciting ~~box~~material ~~below~~pursuant ifto ~~the~~Rule ~~Form 8~~14a-K12 ~~filing is intended to simultaneously satisfy the filing obligation of registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.~~2. below~~14a-12):

☐ ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12(b) 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))~~

☐	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	Name of Each Exchange on Which registered
Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Shares	PW	NYSE (American)
7.75% Series A Cumulative Redeemable Perpetual Preferred Stock, Liquidation Preference $25 per Share	PW.A	NYSE (American)

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 ~~checkmark~~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 12.01. ~~Entry~~– ~~into~~Completion aof ~~Material~~Acquisition ~~Definitive~~or ~~Agreement.~~Disposition of Assets

OnAs ~~January~~previously 24disclosed, ~~2025,~~ Power REIT, ~~(the~~through ~~“Trust”~~subsidiaries, orinvested ~~“Power~~in ~~REIT”)~~a ~~entered~~portfolio ~~into~~of aControlled ~~sales~~Environment ~~agreement~~Agriculture properties in the form of greenhouses (the “~~Sales~~Greenhouse ~~Agreement~~Portfolio”) ~~with A~~.~~G.P./Alliance~~ ~~Global~~About ~~Partners~~50% ~~(“A.G.P.”),~~of asthe ~~sales~~Greenhouse ~~agent,~~Portfolio ~~pursuant~~square tofootage ~~which~~was focused on growing produce and the ~~Trust~~other ~~may~~50% was focused on cannabis. Unfortunately, ~~from~~the ~~time~~portfolio tohas ~~time~~not performed, ~~issue~~ and ~~sell~~the ~~its~~Greenhouse ~~common~~Portfolio ~~shares,~~is ~~par~~largely vacant ~~value~~resulting ~~$0.001~~in ~~per~~significant ~~share~~property ~~(the~~related ~~“common~~expenses ~~shares”),~~without inrevenue anto ~~“at~~cover these costs as well as the ~~market~~cash ~~offering~~requirements to cover debt service.”

~~Sales~~As ofpreviously ~~the common shares~~disclosed, ifthe ~~any,~~Greenhouse ~~will~~Portfolio bewas ~~made~~security infor ~~sales~~a ~~deemed~~loan to(the ~~be an~~ “atGreenhouse ~~the market offering~~Loan”) asthat ~~defined~~was in ~~Rule~~default ~~415(a)(4) promulgated~~and ~~under~~ the lender ~~Securities~~filed ~~Act~~litigation ofand ~~1933,~~foreclosure asactions. ~~amended~~As ~~(the~~previously ~~“Securities~~disclosed, ~~Act”).~~prior ~~A.G.P.~~forbearance isagreements ~~not~~with ~~required~~the tolender ~~sell~~expired ~~any~~on ~~specific~~January ~~amount~~31, of2025. ~~common~~The ~~shares,~~loan ~~but~~was ~~will~~non-recourse ~~act~~to asPower ~~sales~~REIT ~~agent~~but onsecured aby ~~commercially~~the ~~reasonable~~Greenhouse ~~efforts~~Portfolio. ~~basis~~The ~~consistent~~Greenhouse ~~with~~Portfolio ~~their~~has ~~normal~~been ~~trading~~marketed ~~and~~for ~~sales~~sale ~~practices~~but, onunfortunately, ~~mutually~~the ~~agreed~~market ~~terms~~for ~~between~~these ~~A.G.P.~~special ~~and~~purpose ~~the~~assets ~~Trust.~~has ~~There~~been isweak noand ~~arrangement~~we ~~for~~have ~~funds~~not tobeen beable ~~received~~to ingenerate ~~any~~enough ~~escrow,~~sales ~~trust~~to orsatisfy ~~similar~~the ~~arrangement~~obligations to the lender.

AsPower ~~sales agent~~REIT, ~~A.G.P.~~through isits ~~entitled~~subsidiaries, tohas ~~compensation~~now atresolved aissues ~~fixed~~with ~~commission~~its ~~rate~~lender ~~equal~~concerning ~~to 3.0% of~~ the ~~gross~~Greenhouse ~~proceeds~~Loan ofby ~~each~~providing deeds-in-lieu ~~sale~~ of ~~common shares~~foreclosure ~~under~~for the ~~Sales~~properties ~~Agreement~~in Michigan and Nebraska. In ~~connection~~return, ~~with~~ the ~~sale~~lender ofreleased ~~common~~the ~~shares~~remaining oncollateral ~~behalf~~back to subsidiaries of Power REIT, ~~A.G.P.,~~and released asobligations ~~sales~~related ~~agent~~to ~~will~~the beGreenhouse Loan. Power ~~deemed~~REIT will continue to bemanage anthese ~~“underwriter”~~retained ~~within~~assets, ~~the~~which ~~meaning~~are ofproperties ~~the~~in ~~Securities~~Ordway, ~~Act~~Colorado; ~~and~~a ~~the~~property in ~~compensation~~Walsenburg, ofColorado; ~~A.G.P.~~a property ~~will~~in beDesert ~~deemed~~Hot toSprings, beCalifornia; a ~~underwriting~~first ~~commissions~~mortgage oron ~~discounts.~~two ~~Power~~properties ~~REIT~~in ~~has~~Ordway, ~~also~~Colorado; ~~agreed~~and a tosecond ~~provide~~mortgage ~~indemnification~~on ~~and~~a ~~contribution~~property toin AElliot, Maine.~~G.P.~~ ~~with~~In ~~respect~~addition, a subsidiary owns a greenhouse property tolocated ~~certain~~in ~~liabilities~~Vinita, ~~including~~Oklahoma ~~liabilities~~that ~~under~~was not security for the ~~Securities~~Greenhouse ~~Act~~Loan.

The ~~offering~~transaction ofrelated ~~the common shares pursuant~~ to the ~~Sales~~Greenhouse ~~Agreement~~Loan ~~will~~results ~~terminate~~in ~~upon~~ the ~~earlier~~write-off of ~~(1)~~ the ~~sale~~Nebraska ofand ~~all~~Michigan ~~of the common shares provided for in the relevant prospectus to be filed by the Trust (the “ATM Prospectus”)~~properties, oralong ~~(2)~~with the ~~termination~~remaining balance of the ~~Sales Agreement~~Greenhouse Loan. ~~The~~It ~~Sales Agreement~~ will ~~automatically~~also ~~terminate~~relieve ~~upon~~ the ~~issuance~~ongoing ~~and~~costs ~~sale~~associated ofwith ~~all~~maintaining ofthese ~~the~~properties. ~~common~~Power ~~shares~~REIT ~~pursuant~~will continue to ~~the~~seek ~~Sales Agreement and may be terminated by the Trust at any time in its sole discretion by giving two (2) days’ written notice~~ to ~~A.G.P., or~~realize byvalue ~~A.G.P.~~from ~~at any time in its sole discretion by giving two (2) days’ written notice to~~ the ~~Trust~~retained ~~with~~assets ~~respect to A.GP.’s~~and is ~~participation~~exploring ina ~~the~~shift ~~offering. The Sales Agreement will remain~~ in ~~full~~focus ~~force~~ and ~~effect~~is ~~until~~evaluating ~~the~~real ~~Sales~~estate ~~Agreement~~distressed issituations ~~terminated~~including inproperties, ~~accordance with~~loans ~~the~~and ~~terms thereof~~companies.

~~This Current~~Item Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the common shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction9.01. ~~This~~Financial ~~Current~~Statements ~~Report~~and on Form 8-K shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the common shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdictionExhibits.

~~The foregoing~~(b) ~~description~~Pro offorma ~~the~~financial terms of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein.information

~~Item~~The pro forma financial information ~~8.01.~~of ~~Other~~the ~~Events~~Trust as adjusted to give effect for giving deeds-in-lieu for the properties in Michigan and Nebraska to the lender for the Greenhouse Loan in exchange for a release of the remaining collateral and obligations related to the Greenhouse Loan.

~~In the~~(d) ATM Prospectus and the Trust’s related registration statement on Form S-3 to be filed by the Trust, Power REIT intends to update the current description of its business as set forth below in this Item 8.01.Exhibits

~~Power REIT~~99.1 ~~owns~~Unaudited aPro ~~portfolio~~Forma ofConsolidated ~~real~~Financial ~~estate assets related to transportation, energy infrastructure a Controlled Environment Agriculture (“CEA”) in the United States.~~Statements

~~Power REIT~~104 isCover ~~structured~~Page asInteractive aData ~~holding company and owns its assets through twenty-four direct and indirect wholly owned, special purpose subsidiaries~~File that have been formed in order to hold real estate assets, obtain financing and generate lease revenue. As of September 30, 2024, the Trust’s assets consisted of approximately 112 miles of railroad infrastructure and related real estate which is owned by its subsidiary Pittsburgh & West Virginia Railroad (~~“P&WV”),~~embedded ~~approximately~~within 447 acres of fee simple land leased to a number of utility scale solar power generating projects with an aggregate generating capacity of approximately 82 Megawatts (“MW”) and approximately 249 acres of land with approximately 2,112,000 square feet of existing or under construction CEA properties in the ~~form~~Inline ofXBRL ~~greenhouses~~document).

In 2019, Power REIT pivoted to focus on greenhouses as a technology play in the form of real estate. Over the past five years, a significant amount of capital flowed into the CEA sector in the United States. CEA facilities generally are either indoor warehouse facilities that require lights for plant growth and heating, ventilation and air conditioning to maintain the climate or greenhouses, which benefit from free and natural sunlight and proven approaches to maintain a proper growing environment. Power REIT’s investment thesis was based on greenhouses as sustainable approach to growing certain crops.SIGNATURE

~~Power~~Pursuant ~~REIT~~to ~~invested in greenhouses for state-licensed cannabis and food cultivation. Unfortunately,~~ the ~~market~~requirements ~~for~~of ~~both opportunities has been challenging and~~ the ~~greenhouse~~Securities ~~portfolio~~Exchange ~~has~~Act ~~performed~~of ~~poorly with significant vacancy. Currently~~1934, the ~~entire~~registrant ~~greenhouse~~has ~~portfolio~~duly ~~is being~~caused ~~marketed~~this ~~for~~report ~~sale but the market~~ to ~~sell~~be ~~these~~signed ~~properties~~on ~~is weak. Power REIT continues to explore all options to monetize these assets. As previously disclosed in~~ its ~~filings~~behalf ~~with~~ by the ~~U.S.~~undersigned ~~Securities~~hereunto ~~and~~duly ~~Exchange Commission, the greenhouse portfolio secures a loan, which loan is currently in default~~authorized. ~~The loan is non-recourse to Power REIT, which reduces its exposure.~~

While it may continue to explore opportunities in the greenhouse and cannabis space, Power REIT is now exploring new opportunities. The real estate market is in a state of transition and experiencing a wave of distressed properties due to several factors, including economic downturns, shifting property demand in a post-COVID environment, rising interest rates and mortgage defaults. Power REIT believes the current environment can create significant opportunities for it. Power REIT is focused on identifying special opportunities in the form of investing in distressed situations, including debt and other types of secured interests in real estate, distressed properties and real estate related companies. As part of moving Power REIT forward, it is looking to selectively raise capital.

	POWER REIT

Date: April 15, 2025	By	/s/ David H. Lesser
		David H. Lesser
		Chairman of the Board and Chief Executive Officer

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibits
1.1		Sales Agreement, dated January 24, 2025, by and between Power REIT and A.G.P./Alliance Global Partners
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	POWER REIT
Date: January 24, 2025	By:	/s/ David H. Lesser
	Name:	David H. Lesser
	Title:	Chairman, Chief Executive Officer, Chief Financial Officer, Secretary, & Treasurer

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