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): March ~~November 30~~3, ~~2020~~2021 (~~November~~February 2325, ~~2020~~2021)

Gadsden Properties, Inc.

(Exact name of registrant as specified in its charter)

Nevada		000-11635		59-2058100
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

15150 North Hayden Road, Suite 235, Scottsdale, AZ		85260
8800 Village Drive, Suite 202, San Antonio, TX		78217
(Address of principal executive offices)		(Zip Code)

480-530-3495

(Registrant’s telephone number, including area code)

15150 North Hayden Road, Suite 235, Scottsdale, AZ 85260

(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))

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

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. ☐

Securities registered pursuant to Section 12(b) of the Act: None

5Item 1.~~02 Departure~~03: OfBankruptcy ~~Directors~~or ~~Or Certain Officers; Election Of Directors; Appointment Of Certain Officers~~Receivership

~~Death~~On February 25, 2021, Fremont Hills Development Corporation (“FHDC” or “Debtor”), a wholly-owned subsidiary of ~~Officer/Director~~Gadsden Properties Inc. (the “Company”), filed a voluntary petition (the “Bankruptcy Petition” or the “current case”) for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of California (the “Bankruptcy Court”), Case# 5:2021bk50240. FHDC is the principal operating subsidiary of the Company and owns the principal asset of the Company: a mixed-use development known as Mission Hills Square (the “Mission Hills Property”) that is located in Fremont, California in the foothills of the San Francisco Bay Area along Highway 680. The Mission Hills Property is planned to offer 158 residential apartment units and more than 53,900 square feet of commercial retail space.

~~Gadsden~~FHDC ~~Properties~~had filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code on October 9, ~~Inc.~~2020 (~~OTC~~the ~~Pink~~“prior case”). The automatic stay in the prior case terminated on January 9, 2021 and ~~TASE:~~the ~~GADS;~~prior “case was dismissed by the ~~Company”)~~Bankruptcy Court on February 16, 2021. A foreclosure ~~today~~sale ~~issued~~for athe ~~press~~Mission ~~release~~Hills ~~announcing~~Property ~~that~~was ~~its~~scheduled ~~Chief~~to ~~Executive~~be ~~Officer~~held ~~and~~on ~~member~~February 26, 2021 by 2501 Cormack, LLC, the holder of ~~its~~the ~~Board~~first mortgage on the Mission Hills Property (the “Secured Creditor”). During period of ~~Directors~~the prior case, ~~Douglas~~FHDC ~~Funke~~and the Company worked on a plan of reorganization, ~~unexpectedly~~including a review of multiple options for the Mission Hills Property such as refinancing the ~~passed~~secured ~~away~~loan, a new money loan to complete construction on ~~Saturday~~the project, ~~November~~a 21sale of the Mission Hills Property, ~~2020~~and other strategic alternatives.

~~Appointment~~The Secured Creditor filed an Emergency Motion to Dismiss the Bankruptcy Petition arguing, among other matters, that FHDC’s “primary purpose” for filing the Bankruptcy Petition was “…to circumvent or otherwise collaterally attack the dismissal order in the [prior] case. That can never be anything other than an abuse of ~~Director~~the chapter 11 process and blatant, overt misconduct.” A hearing on this motion by the Bankruptcy Court was held on February 26, 2021.

The Company believes that FHDC adequately responded to the Secured Creditor’s motion. FHDC has ~~appointed~~requested BJthe ~~Parrish~~Bankruptcy Court dismiss the Secured Creditor’s motion on the condition that FHDC provide adequate protection payments of $100,000 per month and that FHDC provide a ~~member~~Plan of ~~its~~Reorganization within ~~Board~~30 days. The Company believes on the basis of ~~Directors~~a July 2019 appraisal that was provided by FHDC to the Bankruptcy Court, asthat ~~its~~the ~~interim~~value ~~Chief~~of ~~Executive~~the ~~Officer~~Mission Hills Property is greater than the amount owed to the Secured Creditor and that a foreclosure sale is not in the best interests of the other creditors.

~~B.J.~~A ~~Parrish.~~subsequent ~~Mr.~~hearing ~~Parrish~~ was ~~appointed~~scheduled toby the ~~board of directors~~ ofBankruptcy FCCourt ~~GlobalGPI~~for ~~upon~~March ~~closing of the stock transaction on April 5~~16, ~~2019 and has served as a member of Gadsden’s board of directors since Gadsden’s formation~~2021. ~~Mr.~~The ~~Parrish~~Secured ~~has~~Creditor ~~served~~may asfile ~~the~~an ~~Chief~~amendment Financial Officer and Secretary of Cibolo Creek Partners, LLC, a Delaware limited liability company, or Cibolo, since 2005 and a Director since 2013. Mr. Parrish is responsible for the financial management of Cibolo and the 12 limited partnerships of which it serves as general partner. Mr. Parrish is also instrumental in the raising of capital through both the equity and debt markets for all of Cibolo’s investment ventures. Prior to ~~Cibolo, Mr.~~its ~~Parrish~~motion ~~served~~by asMarch ~~the Vice President of Cibolo’s predecessor company~~5, ~~Midland~~2021 ~~Red Oak Realty Inc., where he was involved in the formation of a $100 million credit facility, as well the acquisition~~ and ~~disposition~~FHDC ofmay ~~over $200 million worth of commercial~~respond ~~real estate assets across the Southwest United States. Prior~~ to ~~Midland~~such ~~Red~~amended ~~Oak~~motion ~~Realty~~by ~~Inc.,~~March ~~Mr. Parrish was a financial analyst and a manager of investor relations with Southwest Royalties~~12, ~~Inc~~2021., a privately held oil and gas exploration and production company. Mr. Parrish also serves on the board of directors of Memory Care America, an Alzheimer’s and dementia residential care operating company with facilities in Texas, Arkansas, and Florida. Mr. Parrish received a B.B.A. in finance and an M.B.A., both from the University of Texas Permian Basin. Mr. Parrish is a member of Gadsden’s Nominating and Corporate Governance Committee and its Audit Committee. Mr. Parrish was selected to serve on the board due to his expertise in the real estate industry.

~~Forward-Looking~~The ~~Statements~~foregoing is a summary of the arguments that were made by the parties in documents that were submitted to the Bankruptcy Court by the Secured Party and FHDC and are qualified in their entirety by reference to the full text of such documents. A copy of the documents that were submitted by the Secured Creditor to the Bankruptcy Court related to the Secured Creditor’s motion are attached as an exhibit to this filing and are incorporated in this Item by reference.

~~This Current~~Item ~~Report on Form 8-K contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended~~9. All statements, other than statements of fact, that address activities, events or developments that the Company or the Company’s management intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements including without limitation the Company’s statements regarding its plans regarding the Mission Hills Property01. ~~Although~~Financial the Company believes forward-looking statements are based upon reasonable assumptions, such statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results or performance of the company to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to those described in the Company’s other filings with the Securities and Exchange Commission, under the headings “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” ~~as well as the administration of the Bankruptcy Matter, market conditions regarding the multi-family~~ and ~~mixed use properties in the area of the Mission Hills Property~~Exhibits. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. Forward-looking statements are not any guarantee of future performance, and actual results, developments and business decisions may differ from those envisaged by the Company’s forward-looking statements.

1(c) Exhibits

SIGNATURE

Exhibit No.		Description of Exhibit

99.1		Emergency Motion to Dismiss Bankruptcy Case by Attorneys for the Secured Creditor
99.2		Declaration of Paul Rahimian In Support of Emergency Motion to Dismiss Bankruptcy Case
99.3		Ex Parte Application for Order Shortening Time for Service and Hearing On Emergency Motion to Dismiss Bankruptcy Case by Attorneys for the Secured Creditor
99.4		Declaration of Ori Katz In Support of Ex Parte Application for Order Shortening Time for Service and Hearing On Emergency Motion to Dismiss Bankruptcy Case

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

	GADSDEN PROPERTIES, INC.
Date: November 30, 2020	By:	/s/ BJ Parrish
		BJ Parrish Chief Executive Officer

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