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):     July 28, 2015

Presidential Realty Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:      (914) 948-1300

Not Applicable

(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:

On July 28, 2015, Palmer-Mapletree LLC, a Delaware limited liability company (“Palmer-Mapletree”) and wholly-owned subsidiary of Presidential Realty Corporation (the “Company”) entered into a Loan Agreement (the “Loan Agreement”) with Natixis Real Estate Capital LLC (the “Lender”) in the principal amount of $1,750,000.00 (the “Loan”) in order to refinance the Palmer-Mapletree’s Mapletree Industrial Center located in Palmer, Massachusetts (the “Mapletree Property”). The Loan replaces Palmer-Mapletree’s prior loan agreement and mortgage on the Mapletree Property (the “Prior Loan”) which was entered into on June 8, 2012. Palmer-Mapletree refinanced the Prior Loan in favor of the terms and conditions of the Loan. Accordingly, the Prior Loan was satisfied on July 28, 2015.

The Loan matures on August 5, 2025 (the “Maturity Date”). From and after the date of the Loan Agreement, interest on the unpaid principal amount of the Loan accrues at a rate of 6.031% per annum. Payments are made by Palmer-Mapletree on the 5^th day of each calendar month until maturity and include monthly debt service based on the interest rate and amortization. The Loan is evidenced by a Promissory Note dated as of July 28, 2015 (the “Promissory Note”) in the amount of the Loan.

Pursuant to the Loan Agreement and Promissory Note, Palmer-Mapletree entered into a Mortgage, Assignment of Leases and Rents and Security Agreement dated as of July 28, 2015 (the “Mortgage”) to the Lender to secure the payment of the Promissory Note and all sums which may become due in connection with the Loan. Under the Mortgage, Palmer-Mapletree irrevocably mortgages and grants a security interest, to and in favor of the Lender.

Under the Loan Agreement, upon the occurrence of any of the following events, among others, or anytime thereafter, the Lender may take such action, without notice or demand, that it deems advisable to protect and enforce its rights under the Loan Agreement, including declaring the Loan (including unpaid interest, together with any late payment charges, yield maintenance premiums or other amounts owed to the Lender under the Loan Agreement) to be immediately due and payable:

Upon the occurrence of any of the following events, the Loan (including unpaid interest, together with any late payment charges, yield maintenance premiums or other amounts owed to the Lender under the Loan Agreement) shall immediately and automatically become due and payable, without notice or demand:

As a condition to the Lender’s making the Loan, the Lender has required that the Company, as sole member of Palmer-Mapletree, execute and deliver to Lender a Guaranty of Recourse Obligations (the “Guaranty”) pursuant to which the Company has guaranteed to the Lender the full, prompt and complete payment of all obligations under the Loan Agreement, Promissory Note, Mortgage and any ancillary documents required thereby (collectively, the “Loan Documents”) in the case of certain actions by Palmer-Mapletree, including the following, among others:

Additionally, upon the following events, among others, the Company is required to guaranty Palmer-Mapletree’s payments:

Under the Guaranty, the Company agrees to indemnify the Lender from and against any losses the Lender may suffer as a result of any of the foregoing events or actions of Palmer-Mapletree.

The foregoing descriptions of the Loan Agreement, Promissory Note, Mortgage and Guaranty are qualified by reference to the corresponding exhibits hereto.

The net proceeds of the Loan were used (i) to repay the existing mortgage loan on the property in the amount of $934,793, inclusive of interest and principal; and (ii) $123,757 was set aside for capital improvements and reserves for the Mapletree Property. The remainder of $585,125 is available as general working capital.

Additionally, pursuant to the amendments dated May 14, 2015 to employment agreements (the “Amendments”) with three of the Company’s former officers (the “Prior Officers”), as previously disclosed, the Company has agreed to pay an aggregate settlement amount of $150,000 to the Prior Officers.

Pursuant to the Amendments, on July 28, 2015 the Company granted options to the Prior Officers pursuant to the terms of Option Agreements dated July 28, 2015 with the Prior Officers. The Option Agreements provide that upon an underwritten registered public offering of equity securities of the Company with gross proceeds of not less than twenty million dollars ($20,000,000) (a “Secondary Offering”), each Prior Officer will be issued the number of shares of common stock equal to (a) the aggregate amount released by such Prior Officer divided by (b) the price per share established pursuant to the Secondary Offering of the Company. This issuance is not registered under the Securities Act of 1933, as amended (the “Securities Act”). The grant of the options is not a “public offering” as defined in Section 4(a)(2) of the Securities Act due to the insubstantial number of persons involved, size of the issuance, manner of the issuance and number of securities issued. In addition, the Prior Officers have the necessary investment intent as required by Section 4(a)(2) because they have agreed to receive share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act for this transaction. 

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.

EXHIBITS