Power REIT
For the period ended Sep 30, 2026. Filed Nov 6, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 6, 2026
PW$6.75+0.7%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-12.
0001493152-26-037387
Item 1A. – Risk FactorsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-06.
0001493152-26-050535
Item 1A. – Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 29 previous paragraphs and 37 current paragraphs.
15 unchanged; 14 reworded; 8 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (8)
Current report
We cannot assure you that our common shares and our Series A Preferred Stock will remain listed on the NYSE American.
Current report
The Trust’s common shares and/or its Series A Preferred Stock could be subject to delisting by, the NYSE American, based on a number of factors, including a failure by us to continue to qualify as a REIT, a failure to meet the NYSE American ongoing listing requirements, including those relating to the number of shareholders, the price of the Trust’s securities, the amount of equity, and the amount and composition of the Trust’s assets, changes in NYSE American ongoing listing requirements and other factors.
Current report
To our knowledge, the NYSE American has not approved for listing any U.S.-based REITs engaged in the ownership of cannabis-related properties, other than Innovative Industrial Properties, Inc., a cannabis-focused real estate investment trust listed in late 2016 just prior to the nomination of former Attorney General Sessions. Although we currently believe we meet the maintenance listing standards of the NYSE American, we cannot assure you that we will continue to meet those standards, or that the NYSE American will not seek to delist our common shares or Series A Preferred Stock as a result of our entry into lease agreements with licensed U.S. cannabis cultivators or other potential violations of listing requirements.
Current report
Additionally, NYSE American has proposed amendments to its continued listing standards that would, if approved and implemented, modify or tighten existing requirements relating to minimum trading price and minimum stockholders’ equity. The proposed rule change to Section 1003(f)(v) of the NYSE American Company Guide (the “Company Guide”) would provide for the immediate suspension of trading and commencement of delisting proceedings by the exchange if a listed security’s closing price per share is less than $0.25 on any single trading day, without providing advance notice to the issuer or an opportunity to cure. NYSE American has also proposed a new continued-listing standard that would require listed issuers to maintain a minimum market capitalization of at least $5 million, measured over a 30-consecutive-trading-day period. This requirement does not currently exist in the Company Guide and would be added to Section 1003 if approved by the SEC. Under the proposed rule, NYSE American would have explicit authority to commence delisting proceedings if a listed company’s market capitalization falls below the $5 million threshold for the specified period. There can be no assurance that we would be able to satisfy such requirements on a sustained basis, particularly given market volatility, fluctuations in our stock price, operating losses, or factors beyond our control.
Current report
On September 3, 2026 the Trust filed a Preliminary Proxy Statement for the following proposals to be voted upon at a Special Meeting of Series A Preferred Stockholders: (i) an amendment to the Articles Supplementary to the Trust’s Declaration of Trust relating to the Series A Preferred Stock, (the “Preferred Stock Amendment”), to provide that each share of Series A Preferred Stock can be converted into 0.5 of our common shares, $0.001 par value per share (the “Common Shares”), upon the effective time of the Preferred Stock Amendment (such conversion, the “Conversion”) (the “Preferred Stock Proposal”); (ii) if the Preferred Stock Amendment proposal is not approved, or the Board does not effect the Conversion, the election of Alexander Kachmar and David Cacciapaglia as additional trustees of the Board of Trustees (the “Board Nominee Proposal”); and (iii) one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Preferred Stock Proposal or the Board Nominee Proposal. We have not paid the dividend on the Series A Preferred Stock for at least six quarters and under the Articles Supplementary to the Trust’s Declaration of Trust relating to the Series A Preferred Stock holders of the Series A Preferred Stock are entitled to elect two additional trustees to the Board of Trustees upon the occurrence of such dividend arrearages., If the Preferred Stock Proposal is not approved, the Board currently intends to pursue the delisting of the Series A Preferred Stock from the NYSE American, as described further below and in the accompanying proxy statement. The Special Meeting has not yet been held.
Current report
On October 27, 2026, the Trust convened its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). The Trust had not received sufficient votes to approve Proposal 3, which is a proposal to amend the Articles Supplementary to the Trust’s Declaration of Trust relating to the Series A Preferred Stock, so that future amendments to the Declaration of Trust that affect only the contract rights of the Series A Preferred Stock could be approved by the holders of the Series A Preferred Stock, voting as a separate class, without a further vote of the common shareholders. The Trust has adjourned the Annual Meeting to continue to solicit votes in favor Proposal 3.
Current report
The Trust believes that the Conversion is in the best interest of the Trust since it will clean up the Balance Sheet and help the Trust maintain its NYSE American listing. The conversion ratio of .5 Common Shares for each share of Series A Preferred Stock is a ratio that already exists in the governing documents but only in the event of a de-listing and de-registration as a publicly reporting entity. The Company believes that if this proposal is approved and it can complete the conversion, it is more likely to continue as a listed and publicly reporting entity. The alternative may be a de-listing of the Common and Preferred Shares and a de-registration as a publicly reporting entity. There can be no assurance that the proposal will be approved or that the conversion will be completed.
Current report
If our common shares or Series A Preferred Stock are delisted from the NYSE American, then our common shares and our Series A Preferred Stock will trade, if at all, only on the over-the-counter market, such as the OTCQB or OTCQX trading platforms, and then only if one or more registered broker-dealer market makers comply with quotation requirements. Any potential delisting of our common shares from the NYSE American could, among other things, depress our share price, substantially limit liquidity of our common shares and materially adversely affect our ability to raise capital on terms acceptable to us, or at all.
Reworded paragraphs (14)
Previous wording
We have incurred a loss for the six months ended June 30, 2026 and may be unable to generate sufficient income to cover expenses or generate net income.
Current wording
We have incurred a loss for the nine months ended September 30, 2026 and may be unable to generate sufficient income to cover expenses or generate net income.
Previous wording
For the six months ended June 30, 2026, we had a net loss attributable to common shareholders of approximately $784,000, compared to a net loss of approximately $1.4 million for the six months ended June 30, 2025. There can be no assurance that we will be able to generate sufficient income to pay our expenses or generate net income. As of June 30, 2026, we had an accumulated deficit of approximately $52.3 million. On a consolidated basis, the Trust’s cash and cash equivalents totaled approximately $3.1 million as of June 30, 2026, an increase of approximately $912,000 from December 31, 2025.
Current wording
For the nine months ended September 30, 2026, we had a net loss attributable to common shareholders of approximately $1,083,000, compared to a net loss of approximately $1,358,000 for the nine months ended September 30, 2025. There can be no assurance that we will be able to generate sufficient income to pay our expenses or generate net income. As of September 30, 2026, we had an accumulated deficit of approximately $52.5 million. On a consolidated basis, the Trust’s cash and cash equivalents totaled approximately $2.7 million as of September 30, 2026, an increase of approximately $415,000 from December 31, 2025.
Previous wording
We may need to raise additional capital or sell additional properties to fund our operations.
Current wording
We may need to raise additional capital or sell or lease additional properties to fund our operations.
Previous wording
As of June 30, 2026, we had an accumulated deficit of approximately $52.3 million and a net loss attributable to common shareholders of approximately $784,000. As of June 30, 2026, the Trust had approximately $3.1 million of cash and cash equivalents and approximately $416,000 of accounts payable and approximately $1.5 million of liabilities for assets held for sale.
Current wording
As of September 30, 2026, we had an accumulated deficit of approximately $52.5 million and a net loss attributable to common shareholders of approximately $1,083,000. As of September 30, 2026, the Trust had approximately $2.7 million of cash and cash equivalents and approximately $1,660,000 of accounts payable and accrued liabilities.
Previous wording
It is the Trust’s plan to focus on selling properties, entering into new leases, improving cash collections from existing tenants and the raising capital in the form of debt or equity is effectively implemented, the Trust’s plan could potentially provide enough liquidity to fund its operations. However, the Trust cannot predict, with certainty, the outcome of its actions to generate liquidity, including its ability to sell properties, and the failure to do so could negatively impact its future operations.
Current wording
It is the Trust’s plan to focus on selling properties, entering into new leases, improving cash collections from existing tenants and the raising capital in the form of debt or equity. However, the Trust cannot predict, with certainty, the outcome of its actions to generate liquidity, including its ability to sell properties, and the failure to do so could negatively impact its future operations.
Previous wording
On January 24, 2025, the Trust entered into a sales agreement (the “Sales Agreement”), with A.G.P./Alliance Global Partners (“AGP”) pursuant to which it may, from time to time, issue and sell its common shares in an “at the market offering,” however, AGP is not obligated to sell any common shares and there are limits on the dollar amount of common shares it can sell pursuant to the Sales Agreement. In addition, the Trust’s ability to raise capital through the sale of securities may be limited by the rules of the SEC and NYSE American LLC (“NYSE American”) that place limits on the number and dollar amount of securities that may be sold. There can be no assurances that the Trust will be able to raise the funds needed, especially in light of the fact that its ability to sell securities registered on its registration statement on Form S-3 will be limited until such time as the market value of the Trust’s voting securities held by non-affiliates is $75 million or more. As of June 30, 2026, 282,613 common shares (on a pre-reverse stock split basis) had been sold pursuant to the Sales Agreement. During the six months ended June 30, 2026, prior to the Trust’s 1-for-10 reverse stock split effective June 2, 2026, the Trust sold 10,781 common shares pursuant to the Sales Agreement for net proceeds of $10,945.
Current wording
On January 24, 2025, the Trust entered into a sales agreement (the “Sales Agreement”), with A.G.P./Alliance Global Partners (“AGP”) pursuant to which it may, from time to time, issue and sell its common shares in an “at the market offering,” however, AGP is not obligated to sell any common shares and there are limits on the dollar amount of common shares it can sell pursuant to the Sales Agreement. In addition, the Trust’s ability to raise capital through the sale of securities may be limited by the rules of the SEC and NYSE American LLC (“NYSE American”) that place limits on the number and dollar amount of securities that may be sold. There can be no assurances that the Trust will be able to raise the funds needed, especially in light of the fact that its ability to sell securities registered on its registration statement on Form S-3 will be limited until such time as the market value of the Trust’s voting securities held by non-affiliates is $75 million or more. As of September 30, 2026, 282,613 common shares (on a pre-reverse stock split basis) had been sold pursuant to the Sales Agreement. During the nine months ended September 30, 2026, prior to the Trust’s 1-for-10 reverse stock split effective June 2, 2026, the Trust sold 10,781 common shares pursuant to the Sales Agreement for net proceeds of $10,945.
Previous wording
While we have hired outside consultants to aid in our accounting for complex transactions and plan to take remedial action to address the material weakness in our internal controls, we cannot provide any assurance that such remedial measures, or any other remedial measures we take, will be effective. In addition, a material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are designed and operate effectively. Although management believes that the material weakness in our internal controls will be remediated, there can be no assurance that the deficiencies will be remediated in the near future or that the internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in our internal controls in the future.
Current wording
While we intend to hire outside consultants to aid in our accounting for complex transactions as needed and plan to take remedial action to address the material weakness in our internal controls, we cannot provide any assurance that such remedial measures, or any other remedial measures we take, will be effective. In addition, a material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are designed and operate effectively. Although management believes that the material weakness in our internal controls will be remediated, there can be no assurance that the deficiencies will be remediated in the near future or that the internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in our internal controls in the future.
Previous wording
Historically, our revenue has been concentrated to a relatively limited number of investments, industries and lessees. During the six months ended June 30, 2026, we collected approximately 96% of its rental income and lease income from direct financing lease from two properties. The tenants were NSC and Regulus Solar, LLC which represent 51% and 45% of rental income and lease income from direct financing lease respectively.
Current wording
Historically, our revenue has been concentrated to a relatively limited number of investments, industries and lessees. During the nine months ended September 30, 2026, we collected approximately 92% of its rental income and lease income from direct financing lease from two properties. The tenants were Norfolk Southern Railway and Regulus Solar, LLC which represent 49% and 43% of rental income and lease income from direct financing lease respectively.
Previous wording
We are exposed to risks inherent in this sort of investment concentration. Financial difficulty or poor business performance on the part of any single lessee or a default on any single lease will expose us to a greater risk of loss than would be the case if we were more diversified and holding numerous investments, and the underperformance or non-performance of any of its assets may severely adversely affect our financial condition and results from operations. Our lessees could seek the protection of bankruptcy, insolvency or similar laws, which could result in the rejection and termination of our lease agreements and could cause a reduction in our cash flows. Furthermore, we may continue to concentrate our investment activities in the CEA and cannabis sectors, which subjects us to more risks than if we were diversified across many sectors. At times, the performance of the CEA and infrastructure sectors may lag the performance of other sectors or the broader market as a whole.
Current wording
We are exposed to risks inherent in this sort of investment concentration. Financial difficulty or poor business performance on the part of any single lessee or a default on any single lease will expose us to a greater risk of loss than would be the case if we were more diversified and holding numerous investments, and the underperformance or non-performance of any of its assets may severely adversely affect our financial condition and results from operations. Our lessees could seek the protection of bankruptcy, insolvency or similar laws, which could result in the rejection and termination of our lease agreements and could cause a reduction in our cash flows. Furthermore, we may continue to concentrate our investment activities in specific industries, which subjects us to more risks than if we were diversified across many sectors. At times, the performance of such business sectors may lag the performance of other sectors or the broader market as a whole.
Previous wording
If our acquisitions or our overall business performance fail to meet expectations, the amount of cash available to us to pay dividends may decrease and we could default on our loans, which are secured by collateral in our properties and assets.
Current wording
If our acquisitions or our overall business performance fail to meet expectations, the amount of cash available to us to pay dividends or other expenses, such as property taxes may decrease and we could default on our loans, which are secured by collateral in our properties and assets.
Previous wording
Unfortunately, our tenants related to the Greenhouse Portfolio have failed to perform on their lease obligations which has created a significant liquidity issue related to this portfolio of assets. A portion of the properties included in the Greenhouse Portfolio secure the Greenhouse Loan which was non-recourse to us and the lender under the Greenhouse Loan has liens against such properties. On April 11, 2025, Power REIT resolved issues with its lender concerning the Greenhouse Loan by providing deeds-in-lieu of foreclosure for greenhouse properties in Michigan and Nebraska. In return, the lender released the remaining collateral back to subsidiaries of Power REIT and released obligations related to the Greenhouse Loan. Power REIT will continue to seek to realize value from these retained assets by leasing and/or selling.
Current wording
Unfortunately, our tenants related to the Greenhouse Portfolio have failed to perform on their lease obligations which has created a significant liquidity issue related to this portfolio of assets. A portion of the properties included in the Greenhouse Portfolio secured the Greenhouse Loan which was non-recourse to us and the lender under the Greenhouse Loan had liens against such properties. On April 11, 2025, Power REIT resolved issues with its lender concerning the Greenhouse Loan by providing deeds-in-lieu of foreclosure for greenhouse properties in Michigan and Nebraska. In return, the lender released the remaining collateral back to subsidiaries of Power REIT and released obligations related to the Greenhouse Loan. Power REIT will continue to seek to realize value from these retained assets by leasing and/or selling. We are not current on payment of property taxes for the Greenhouse Portfolio. These taxes are included on the Balance Sheet as accrued expenses and liabilities held for sale of approximately $1,122,000. If the property taxes remain delinquent, the remaining Greenhouse Portfolio will be subject to tax foreclosure.
Previous wording
PW Regulus Solar, LLC (“PWRS”), one of our subsidiaries, entered into a loan agreement (the “2015 PWRS Loan Agreement”) that is non-recourse to us and secured by all of PWRS’ interest in the land and intangibles. As of June 30, 2026, the balance under the 2015 PWRS Loan Agreement was approximately $5,795,000 (net of unamortized debt costs of approximately $179,000).
Current wording
PW Regulus Solar, LLC (“PWRS”), one of our subsidiaries, entered into a loan agreement (the “2015 PWRS Loan Agreement”) that is non-recourse to us and secured by all of PWRS’ interest in the land and intangibles. As of September 30, 2026, the balance under the 2015 PWRS Loan Agreement was approximately $5,500,000 (net of unamortized debt costs of approximately $174,000).
Previous wording
Pittsburgh & West Virginia Railroad (“PWV”), one of our subsidiaries, entered into a Loan Agreement in the amount of $15,500,000 that is non-recourse to Power REIT and secured by our equity interest in our subsidiary PWV which is pledged as collateral. The balance of the loan as of June 30, 2026 is $13,859,000 (net of approximately $253,000 of capitalized debt costs).
Current wording
Pittsburgh & West Virginia Railroad (“P&WV”), one of our subsidiaries, entered into a Loan Agreement in the amount of $15,500,000 that is non-recourse to Power REIT and secured by our equity interest in our subsidiary P&WV which is pledged as collateral. The balance of the loan as of September 30, 2026 is $13,799,000 (net of approximately $251,000 of capitalized debt costs).
Previous wording
In an effort to conserve liquidity and create financial flexibility, we have not declared dividends on our Series A Preferred Stock since the fourth quarter of 2022. As a result, unpaid dividends increase the liquidation preference for our Series A Preferred Stock. As of June 30, 2026, the amount of unpaid, undeclared dividends on the outstanding shares of Series A Preferred Stock is approximately $2,448,000.
Current wording
In an effort to conserve liquidity and create financial flexibility, we have not declared dividends on our Series A Preferred Stock since the fourth quarter of 2022. As a result, unpaid dividends increase the liquidation preference for our Series A Preferred Stock. As of September 30, 2026, the amount of unpaid, undeclared dividends on the outstanding shares of Series A Preferred Stock is approximately $2,611,000.