Amendment to Series A Common Stock Purchase Warrant between Presidio Property Trust, Inc. and Armistice Capital Master Fund Ltd.

Summary

This amendment, dated July 14, 2025, is between Presidio Property Trust, Inc. and Armistice Capital Master Fund Ltd. It changes the terms of a previous warrant agreement, reducing the exercise price for purchasing common stock from $55.00 to $12.00 per share and extending the warrant's expiration date to July 16, 2030. All other terms of the original warrant remain unchanged. The amendment is legally binding once signed by both parties and is governed by the terms of a related securities purchase agreement.

EX-4.2 3 ex4-2.htm EX-4.2

 

Exhibit 4.2

 

AMENDMENT TO

SERIES A COMMON STOCK PURCHASE WARRANTS

 

This AMENDMENT TO COMMON STOCK PURCHASE WARRANTS (this “Amendment”) is entered into as of July 14, 2025, by and between Presidio Property Trust Inc., a Maryland corporation (the “Company”), and Armistice Capital Master Fund Ltd. (the “Holder”).

 

WHEREAS, the Holder is the holder of a Common Stock Purchase Warrant, issued as a of July 14, 2021 (the “Warrant”) to purchase 200,000 shares of Common Stock at an exercise price of $55.00 (as adjusted);

 

WHEREAS, pursuant to Section 5(l) of the Warrant, the Warrant may be modified or amended or the provisions thereof waived with the written consent of the Company and the Holder; and

 

WHEREAS, the Company and the Holder desire to amend the Warrant as set forth in this Amendment.

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Holder hereby agree as follows:

 

1. Amendment to “Exercise Price”. Section 2(b) of the Warrant is hereby amended and restated in its entirety as follows:

 

“b) Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $12.00, subject to adjustment hereunder (the “Exercise Price”).

 

2. Amendment to “Termination Date” Defined Term. The defined term “Termination Date” is hereby defined to mean July 16, 2030.

 

3. No Further Amendment. Except as amended by this Amendment, the Warrant remains unaltered and shall remain in full force and effect.

 

4. Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be determined in accordance with the provisions of that certain Securities Purchase Agreement dated as of July 14, 2025, between the Company and the Holder.

 

5. Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered by facsimile, electronic mail (including as a PDF file) or other transmission method shall be deemed to be original signatures, shall be valid and binding, and, upon delivery, shall constitute due execution of this Amendment.

 

(Signature page follows)

 

 

 

 

IN WITNESS WHEREOF, each of the Company and the Holder has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.

 

  COMPANY
     
  PRESIDIO PROPERTY TRUST, INC.
     
  By:  
  Name: Jack Heilbron
  Title: Chief Executive Officer
     
  HOLDER
     
  ARMISTICE CAPITAL MASTER FUND LTD.
     
  By:  
  Name:  
  Title:  

 

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