BRST / Broad Street Realty, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

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 20, 2026 BROAD STREET REALT

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 20, 2026 BROAD STREET REALTY, INC. (Exact name of registrant as specified in its charter) Delaware 001-09043 36-3361229 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-09043

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-09043 (Check One):  Form 10-K  Form 20-F  Form 11-K  Form 10-Q  Form 10-D  Form N-CEN  Form N-CSR For Period Ended: September 30, 2025  Transition Report on Form 10-K  Transition Report on Form 20-F  Transition Report on Form 11-K  Transition Report

FORM 8-K Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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): November 12, 2025 BROAD STREET REALTY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09043 36-3361229 (State or Other Jurisdiction of Incorporation) (Commis

FORM 8-K Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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): November 05, 2025 BROAD STREET REALTY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09043 36-3361229 (State or Other Jurisdiction of Incorporation) (Commis

FORM 8-K Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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): August 27, 2025 BROAD STREET REALTY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09043 36-3361229 (State or Other Jurisdiction of Incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09043 BROAD STRE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-09043

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-09043 (Check One):  Form 10-K  Form 20-F  Form 11-K  Form 10-Q  Form 10-D  Form N-CEN  Form N-CSR For Period Ended: June 30, 2025  Transition Report on Form 10-K  Transition Report on Form 20-F  Transition Report on Form 11-K  Transition Report on Fo

Unaudited Pro Forma Condensed Consolidated Financial Statements of the Company

Exhibit 99.1 Broad Street Realty, Inc. Pro Forma Condensed Consolidated Financial Statements (Unaudited) On May 21, 2024, Broad Street Realty, Inc. (the “Company”) agreed with CF Flyer PE Investor LLC (the “Fortress Member”), an affiliate of Fortress Investment Group LLC (“Fortress”), that, after revision of the total yield calculation as of March 31, 2024, the Company did not meet the minimum tot

Indebtedness Summary

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09043 BROAD STR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-09043

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-09043 (Check One):  Form 10-K  Form 20-F  Form 11-K  Form 10-Q  Form 10-D  Form N-CEN  Form N-CSR For Period Ended: March 31, 2025  Transition Report on Form 10-K  Transition Report on Form 20-F  Transition Report on Form 11-K  Transition Report on F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from TO Commission File Number 001-0

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events

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): April 8, 2025 BROAD STREET REALTY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09043 36-3361229 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-09043 BROAD STREET RE

Insider Trading Policy

Exhibit 19.1 BROAD STREET REALTY, INC. Policy on Inside Information and Insider Trading A. Background/Purpose Under federal and state securities laws, it is illegal to purchase or sell securities of Broad Street Realty, Inc. (the “Company”) while in possession of material, non-public information related to, affecting or regarding the Company or its subsidiaries (such information, “Inside Informati

Subsidiaries of Registrant

Exhibit 21.1 BROAD STREET REALTY, INC. List of Subsidiaries Entity Jurisdiction Broad Street OP GP, LLC Delaware Broad Street Operating Partnership, LP Delaware Broad Street Realty, LLC Maryland Broad Street Realty Commercial Services, LLC Delaware Broad Street Eagles JV LLC Delaware Broad Street Ventures, LLC Maryland BSV Acquisitions LLC Maryland BSV Avondale LLC Washington, DC BSV Colonial Owne

PREFERRED MEMBERSHIP INTEREST AND WARRANT PURCHASE AGREEMENT

EX-99.8 3 tm255396d1ex99-8.htm EXHIBIT 99.8 Exhibit 99.8 PREFERRED MEMBERSHIP INTEREST AND WARRANT PURCHASE AGREEMENT THIS PREFERRED MEMBERSHIP INTEREST AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of January 31, 2025 by and among CF Flyer PE Investor LLC, a Delaware limited liability company (“Preferred Membership Interest Seller”), CF Flyer Mezz Holdings LLC, a D

JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)

EX-99.7 2 tm255396d1ex99-7.htm EXHIBIT 99.7 EXHIBIT 99.7 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned with respect to the common stock, par value $0.01 par value per share, of Broad Street Realty, Inc., and that all subsequent amendments to this statement on Schedule

NOTE SALE AND ASSIGNMENT AGREEMENT

EX-99.9 4 tm255396d1ex99-9.htm EXHIBIT 99.9 Exhibit 99.9 NOTE SALE AND ASSIGNMENT AGREEMENT This Note Sale and Assignment Agreement (this “Agreement”), dated and effective as of January 31, 2025, is between CF FLYER MEZZ LENDER LLC, a Delaware limited liability company (“Assignor”), FMC BRST MEZZANINE LLC, a Delaware limited liability corporation (“Assignee”) and BROAD STREET REALTY, INC., a Delaw

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09043 BROAD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09043 BROAD STRE

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

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): May 29, 2024 BROAD STREET REALTY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09043 36-3361229 (State or Other Jurisdiction of Incorporation) (Commission

JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)

Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned with respect to the common stock, par value $0.01 par value per share, of Broad Street Realty, Inc., and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the u

BRST / Broad Street Realty, Inc. / FIG Buyer GP, LLC - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Broad Street Realty, Inc. (Name of Issuer) Common Stock, par value $0.01 par value per share (Title of Class of Securities) 111294 104 (CUSIP Number) David N. Brooks Fortress Investment Group LLC 1345 Avenue of the Americas, 46th Floor New York, NY 10105

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09043 BROAD STR

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

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): May 06, 2024 BROAD STREET REALTY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09043 36-3361229 (State or Other Jurisdiction of Incorporation) (Commission

BROAD STREET REALTY, INC. Update from Michael Z. Jacoby, Chairman of the Board and Chief Executive Officer

Exhibit 99.1 BROAD STREET REALTY, INC. Update from Michael Z. Jacoby, Chairman of the Board and Chief Executive Officer RESTON, VA, May 6, 2024 /PRNewswire/ — Broad Street Realty, Inc. (OTCQX: BRST) To all our stakeholders. At Broad Street, our vision has always been to strive “to empower people and places”. What does this statement mean? It means that we have always emphasized a focus on the succ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒Definitive Proxy Statemen

Calculation of Registration Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) BROAD STREET REALTY, INC.

As filed with the Securities and Exchange Commission on April 17, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BROAD STREET REALTY, INC. (Exact name of r

As filed with the Securities and Exchange Commission on April 17, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

BROAD STREET REALTY, INC. ANNOUNCES ANNUAL STOCKHOLDERS’ MEETING

Exhibit 99.1 BROAD STREET REALTY, INC. ANNOUNCES ANNUAL STOCKHOLDERS’ MEETING RESTON, VA, April 11, 2024 /PRNewswire/ —Broad Street Realty, Inc. (OTCQX:BRST) today announced that its annual meeting of stockholders will take place on May 29, 2024, at 11:00 a.m. Eastern Time. The annual meeting of stockholders will be held in a virtual-only format via live webcast. Instructions for accessing the web

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

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): April 11, 2024 BROAD STREET REALTY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09043 36-3361229 (State or Other Jurisdiction of Incorporation) (Commissio

Broad Street Realty, Inc. Amended and Restated 2020 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on April 10, 2024).

Exhibit 10.1 BROAD STREET REALTY, Inc. Amended and restated 2020 Equity Incentive Plan TABLE OF CONTENTS Page 1. PURPOSE 1 2. DEFINITIONS 1 3. ADMINISTRATION OF THE PLAN 7 3.1 Committee. 7 3.2 Terms of Awards. 7 3.3 Forfeiture; Recoupment. 8 3.4 Deferral Arrangement. 9 3.5 No Liability. 9 3.6 Share Issuance/Book-Entry. 9 4. SHARES SUBJECT TO THE PLAN 9 4.1 Number of Shares Available for Awards. 9

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 09, 2024 BROAD STREET REALTY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09043 36-3361229 (State or Other Jurisdiction of Incorporation) (Commissio

Subsidiaries of Registrant

Exhibit 21.1 BROAD STREET REALTY, INC. List of Subsidiaries Entity Jurisdiction Broad Street OP GP, LLC Delaware Broad Street Operating Partnership, LP Delaware Broad Street Realty, LLC Maryland Broad Street Realty Commercial Services, LLC Delaware Broad Street Eagles JV LLC Delaware Broad Street Ventures, LLC Maryland Broad Street BIG First OP LLC Delaware BSV Acquisitions LLC Maryland BSV Avonda

Description of Securities of Broad Street Realty, Inc.

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, Broad Street Realty, Inc. (“we,” “our,” “us” or the “Company”) had one class of securities, our common stock, $0.01 par value per share (“common stock”), registered under Section 12 of the Securities Exchange Act of 1934, as amended. The following

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-09043 BROAD STREET RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09043 BROAD

Form of Indemnification Agreement by and among Broad Street Realty, Inc. and the executive officers and directors listed on Exhibit A thereto (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on November 14, 2023)

Exhibit 10.1 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) by and between Broad Street Realty, Inc., a Delaware corporation (“Broad Street”), and [ ] (“Indemnitee”) is entered into as of , 20 (the “Effective Date”). Recitals A. Broad Street believes it is essential to retain and attract qualified directors and officers. B. Indemnitee has agreed to serve, or to cont

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): October 23, 2023 BROAD STREET REALTY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09043 36-3361229 (State or Other Jurisdiction of Incorporation) (Commiss

Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K, filed on October 24, 2023).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF BROAD STREET REALTY, INC. ARTICLE I Offices Section 1.01 Registered Office. The registered office and registered agent of Broad Street Realty, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation (as defined below). The Corporation may also have offices in such other places in the United States or els

Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed on October 24, 2023).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BROAD STREET REALTY, INC. The present name of the corporation is Broad Street Realty, Inc. This corporation was incorporated under the name “VMS Hotel Investment Fund” by the filing of its original certificate of incorporation with the Secretary of State of the State of Delaware on March 13, 1987. This Amended and Restated Certificat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒Definitive Proxy Statemen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐Definitive Proxy Statemen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09043 BROAD STRE

First Amendment to Amended and Restated Limited Company Agreement of Broad Street Eagles JV LLC, dated June 28, 2023, by and between CF Flyer PE Investor LLC and Broad Street Operating Partnership, LP (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed on August 14, 2023)

Exhibit 10.2 Execution FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BROAD STREET EAGLES JV LLC THIS FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BROAD STREET EAGLES JV LLC (this “First Amendment”), is entered into on June 28, 2023 (the “First Amendment Effective Date”), by and between CF FLYER PE INVESTOR LLC, a Delaware limited l

Tax Protection Agreement, dated as of April 4, 2023, by and among Broad Street Realty, Inc., Broad Street Operating Partnership, LP and the Initial Protected Partners listed on Schedule 1 of the Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on August 14, 2023)

Exhibit 10.1 TAX PROTECTION AGREEMENT THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into, as of April 4, 2023 and effective as of November 23, 2022 (the “Effective Date”) by and among Broad Street Realty, Inc., a Delaware corporation (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), the persons listed on Sc

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

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 18, 2023 BROAD STREET REALTY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09043 36-3361229 (State or Other Jurisdiction of Incorporation) (Commission

Purchase and Sale Agreement, dated May 26, 2023, by and among BSV Dekalb LLC and The View At Marlton LLC.

Exhibit 10.1 PURCHASE AND SALE AGREEMENT (Dekalb Plaza) THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the 26th day of May 2023 (the “Effective Date”), by and between (i) BSV DEKALB LLC, a Pennsylvania limited liability company (“Seller”); and (ii) THE VIEW AT MARLTON LLC, a Delaware limited liability company, its nominees, designees, or assignees (“Purchaser”).

Broad Street Realty, Inc. Pro Forma Condensed Consolidated Financial Statements

Exhibit 99.1 Broad Street Realty, Inc. Pro Forma Condensed Consolidated Financial Statements (Unaudited) On July 20, 2023, a subsidiary of Broad Street Realty, Inc. (the “Company”) completed the sale of Dekalb Plaza, a retail shopping center located in Philadelphia, Pennsylvania with approximately 178,356 square feet of gross leasable area, for a purchase price of $23.1 million in cash (the “Dekal

First Amendment to Purchase and Sale Agreement, dated June 21, 2023, by and between BSV Dekalb LLC and The View At Marlton LLC.

Exhibit 10.2 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (Dekalb Plaza) THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is effective as of June 21, 2023, and is entered into by and between (i) BSV DEKALB LLC, a Pennsylvania limited liability company (“Seller”), and (ii) THE VIEW AT MARLTON LLC, a Delaware limited liability company, its nominees, designees, or assignees (“

Second Amendment to Purchase and Sale Agreement, dated July 17, 2023, by and between BSV Dekalb LLC and The View At Marlton LLC

Exhibit 10.3 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (Dekalb Plaza) THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is effective as of July 17, 2023, and is entered into by and between (i) BSV DEKALB LLC, a Pennsylvania limited liability company (“Seller”), and (ii) THE VIEW AT MARLTON LLC, a Delaware limited liability company, its nominees, designees, or assignees

Broad Street Realty, Inc. Pro Forma Condensed Consolidated Financial Statements

Exhibit 99.1 Broad Street Realty, Inc. Pro Forma Condensed Consolidated Financial Statements (Unaudited) On June 30, 2023, a subsidiary of Broad Street Realty, Inc. (the “Company”) completed the sale of Spotswood Valley Square Shopping Center, a retail shopping center located in Harrisonburg, Virginia with approximately 190,646 square feet of gross leasable area, for a purchase price of $23.0 mill

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

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): June 30, 2023 BROAD STREET REALTY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09043 36-3361229 (State or Other Jurisdiction of Incorporation) (Commission

First Amendment to Purchase and Sale Agreement, dated June 8, 2023, by and among BSV Spotswood LLC and BZA Family Holdings, LLC.

Exhibit 10.2 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is effective as of June 8, 2023, and is entered into by and between BSV SPOTSWOOD LLC, a Virginia limited liability company (“Seller”), and BZA Family Holdings, LLC a Florida limited liability company (“Purchaser”). R E C I T A L S Seller and Purchaser have entered int

Purchase and Sale Agreement, dated May 15, 2023, by and among BSV Spotswood LLC and BZA Family Holdings, LLC.

Exhibit 10.1 EXECUTION VERSION PURCHASE AND SALE AGREEMENT (Spotswood Valley Square) THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the 15th day of May 2023 (the “Effective Date”), by and between (i) BSV SPOTSWOOD LLC, a Virginia limited liability company (“Seller”); and (ii) BZA FAMILY HOLDINGS, LLC, a Florida limited liability company, its nominees, designees,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09043 BROAD STR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-09043

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-09043 (Check One):  Form 10-K  Form 20-F  Form 11-K  Form 10-Q  Form 10-D  Form N-CEN  Form N-CSR For Period Ended: March 31, 2023  Transition Report on Form 10-K  Transition Report on Form 20-F  Transition Report on Form 11-K  Transition Report on F

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): May 01, 2023 BROAD STREET REALTY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09043 36-3361229 (State or Other Jurisdiction of Incorporation) (Commission

Letter of BDO USA, LLP to the Securities and Exchange Commission, dated May 3, 2023.

Exhibit 16.1 Tel: 703-893-0600 8401 Greensboro Drive, Suite 800 Fax: 703-893-2766 McLean, VA 22102 www.bdo.com May 3, 2023 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on May 1, 2023, to be filed by our former client, Broad Street Realty, Inc. We agree with the sta

Form of Indemnification Agreement by and among Broad Street Realty, Inc. and the executive officers and directors listed on Exhibit A thereto.

Exhibit 10.3 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) by and between Broad Street Realty, Inc., a Delaware corporation (“Broad Street”), and [ ] (“Indemnitee”) is entered into as of , 20 (the “Effective Date”). Recitals A. Broad Street believes it is essential to retain and attract qualified directors and officers. B. Indemnitee has agreed to serve, or to cont

Subsidiaries of Registrant

Exhibit 21.1 BROAD STREET REALTY, INC. List of Subsidiaries Entity Jurisdiction Broad Street OP GP, LLC Delaware Broad Street Operating Partnership, LP Delaware Broad Street Realty, LLC Maryland Broad Street Eagles JV LLC Delaware Broad Street Ventures, LLC Maryland Broad Street BIG First OP LLC Delaware BSV Avondale LLC Washington, DC BSV Colonial Investor LLC Delaware BSV Colonial Owner LLC Virg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-09043 BROAD STREET RE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-09043

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-09043 (Check One):  Form 10-K  Form 20-F  Form 11-K  Form 10-Q  Form 10-D  Form N-CEN  Form N-CSR For Period Ended: December 31, 2022  Transition Report on Form 10-K  Transition Report on Form 20-F  Transition Report on Form 11-K  Transition Report o

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

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 09, 2023 BROAD STREET REALTY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09043 36-3361229 (State or Other Jurisdiction of Incorporation) (Commissio

BROAD STREET REALTY, INC. Update from Michael Z. Jacoby, Chairman of the Board and Chief Executive Officer

Exhibit 99.1 BROAD STREET REALTY, INC. Update from Michael Z. Jacoby, Chairman of the Board and Chief Executive Officer BETHESDA, MD, March 9, 2023 /PRNewswire/ — Broad Street Realty, Inc. (OTCQX: BRST) To all our stakeholders. Last year at this time, I wrote a similar letter to all our stakeholders. I pointed out our significant 2021 growth and talked about being poised to grow again in 2022. Gro

Midtown Row Statements of Revenues and Certain Operating Expenses For the Nine Months Ended September 30, 2022 and the Year Ended December 31, 2021 (in thousands)

Exhibit 99.1 Independent Auditor’s Report Shareholders and Board of Directors Broad Street Realty, Inc. Bethesda, Maryland Opinion We have audited the accompanying statement of revenues and certain operating expenses (the “financial statement”) of Midtown Row (the “Acquired Property”) for the year ended December 31, 2021 and the related notes to the financial statement. In our opinion, the accompa

Lamar Station Plaza Statements of Revenues and Certain Operating Expenses For the Nine Months Ended September 30, 2022 and the Year Ended December 31, 2021 (in thousands)

Exhibit 99.2 Independent Auditor’s Report Shareholders and Board of Directors Broad Street Realty, Inc. Bethesda, Maryland Opinion We have audited the accompanying statement of revenues and certain operating expenses (the “financial statement”) of Lamar Station Plaza (the “Acquired Property”) for the year ended December 31, 2021 and the related notes to the financial statement. In our opinion, the

Broad Street Realty, Inc. Pro Forma Condensed Consolidated Financial Statements

Exhibit 99.3 Broad Street Realty, Inc. Pro Forma Condensed Consolidated Financial Statements (Unaudited) On November 23, 2022, Broad Street Realty, Inc. (the “Company”) and its subsidiaries completed the acquisition of Midtown Row (“Midtown Row Acquisition”), a mixed-used property located in Williamsburg, Virginia comprised of 240 student housing units with 620 beds and a retail component consisti

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2022 BROAD STREET REALTY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-0904

BRST / Broad Street Realty, Inc. / Fortress Investment Group LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Broad Street Realty, Inc. (Name of Issuer) Common Stock, par value $0.01 par value per share (Title of Class of Securities) 111294 104 (CUSIP Number) David N. Brooks Fortress Investment Group LLC 1345 Avenue of the Americas, 46th Floor New York, New York

JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K)

Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknow

BROAD STREET REALTY, INC. Pursuant to Registration Rights Agreement December 19, 2022

Exhibit 99.6 BROAD STREET REALTY, INC. JOINDER Pursuant to Registration Rights Agreement December 19, 2022 The undersigned is executing and delivering this Joinder pursuant to the Registration Rights Agreement, dated as of November 22, 2022 (as amended, modified and waived from time to time, the ?Registration Agreement?), among Broad Street Realty, Inc., a Delaware corporation (the ?Company?), and

BROAD STREET REALTY, INC. WARRANT TO PURCHASE COMMON STOCK

Exhibit 99.3 Execution Version NEITHER THE ISSUANCE AND SALE OF THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR ASSIGNED ONLY (I

BRST / Broad Street Realty, Inc. / Fortress Investment Group LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Broad Street Realty, Inc. (Name of Issuer) Common Stock, par value $0.01 par value per share (Title of Class of Securities) 111294 104 (CUSIP Number) David N. Brooks Fortress Investment Group LLC 1345 Avenue of the Americas, 46th Floor New York, New York 10105 (212) 798-61

Joint Filing Agreement, dated as of November 29, 2022, by and among CF Flyer PE Investor LLC, CF Flyer PE Holdings LLC, FCOF V Expansion USTMA-C LLC, FCOF V Expansion CDFG MA-C Investments LLC (Flyer Series), Fortress Credit Opportunities Fund V Expansion (G) L.P., Fortress Credit Opportunities V Advisors LLC, FCO Fund V GP LLC, Hybrid GP Holdings (Cayman) LLC, Hybrid GP Holdings LLC, FIG LLC, Fortress Operating Entity I LP, FIG Corp. and Fortress Investment Group LLC.

EX-99.1 2 ff1556664ex991-broad.htm Exhibit 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(K) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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): November 22, 2022 BROAD STREET REALTY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09043 36-3361229 (State or Other Jurisdiction of Incorporation) (Commis

Mezzanine Loan Agreement, dated November 22, 2022, by and between CF Flyer Mezz Lender LLC, as lender, and BSR Midtown Current Parent LLC, as borrower (Incorporated by reference to Exhibit 10.11 to the Company's Current Report on Form 8-K filed on November 25, 2022).

Exhibit 10.11 MEZZANINE LOAN AGREEMENT Dated as of November 22, 2022 Between BSR MIDTOWN CURRENT PARENT LLC, as Borrower And CF FLYER MEZZ LENDER LLC, as Lender Table of Contents Page 1. DEFINITIONS; PRINCIPLES OF CONSTRUCTION 1 1.1 Specific Definitions 1 1.2 Index of Other Definitions 22 1.3 Principles of Construction 25 2. GENERAL LOAN TERMS 26 2.1 The Loan 26 2.2 Interest; Monthly Payments. 26

Governance Agreement, dated November 22, 2022, by and between Broad Street Realty, Inc., CF Flyer PE Investor LLC and the other parties named therein (Incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on November 25, 2022).

Exhibit 10.3 GOVERNANCE AGREEMENT DATED AS OF NOVEMBER 22, 2022 AMONG BROAD STREET REALTY, INC., CF FLYER PE INVESTOR LLC AND THE OTHER PARTIES HERETO TABLE OF CONTENTS Page Article I INTRODUCTORY MATTERS 1 1.1 Defined Terms 1 1.2 Construction 4 Article II CORPORATE GOVERNANCE MATTERS 4 2.1 Fortress Director on the Board 4 2.2 Committee Representation 6 2.3 Board Observer Rights 7 2.4 Other Requir

Amended and Restated Limited Liability Company Agreement of Broad Street Eagles JV LLC, dated November 22, 2022, by and between Broad Street Operating Partnership, LP, CF Flyer PE Investor LLC and the Independent Manager (as defined therein) (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on November 25, 2022).

Exhibit 10.2 BROAD STREET EAGLES JV LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF November 22, 2022 KE90146352 TABLE OF CONTENTS Page Article I Definitions 2 Section 1.1 Definitions 2 Section 1.2 Terms Generally 29 Article II General Provisions 29 Section 2.1 Formation 29 Section 2.2 Name 29 Section 2.3 Term 29 Section 2.4 Purpose; Powers 30 Section 2.5 Place of Business

Amendment No. 1 to the Agreement of Limited Partnership of Broad Street Operating Partnership, LP, dated November 22, 2022 (Incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed on November 25, 2022).

Exhibit 10.7 AMENDMENT NO. 1 TO AGREEMENT OF LIMITED PARTNERSHIP OF BROAD STREET OPERATING PARTNERSHIP, LP This Amendment No. 1 to the Agreement of Limited Partnership of Broad Street Operating Partnership, LP (this ?Amendment?) is made as of November 22, 2022 by Broad Street OP GP, LLC, a Delaware limited liability company (the ?General Partner?), as sole general partner of Broad Street Operating

Preferred Equity Investment Agreement, dated November 22, 2022, by and between Broad Street Operating Partnership, LP, Broad Street Eagles JV LLC and CF Flyer PE Investor LLC (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 25, 2022)

Exhibit 10.1 PREFERRED EQUITY INVESTMENT AGREEMENT AMONG BROAD STREET OPERATING PARTNERSHIP, LP, as Common Member, Broad Street Eagles JV LLC, as the Company, and CF FLYER PE INVESTOR LLC, as Preferred Investor November 22, 2022 Table of Contents Page ARTICLE I CERTAIN DEFINITIONS 1 Section 1.1. Definitions 1 Section 1.2. Rules of Construction 15 ARTICLE II PREFERRED EQUITY INVESTMENT 15 Section 2

Warrant to Purchase Common Stock, dated November 22, 2022, by and between Broad Street Realty, Inc. and CF Flyer PE Investor LLC (Incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on November 25, 2022).

Exhibit 10.4 NEITHER THE ISSUANCE AND SALE OF THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?) OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF MAY BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR ASSIGNED ONLY (I) PURSUANT TO AN E

Cash Flow Pledge Agreement, dated November 22, 2022, by Broad Street Operating Partnership, LP in favor of CF Flyer PE Investor LLC (Incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on November 25, 2022).

Exhibit 10.5 CASH FLOW PLEDGE AGREEMENT This CASH FLOW PLEDGE AGREEMENT (this ?Agreement?), dated as of November 22, 2022 (the ?Effective Date?), is made by BROAD STREET OPERATING PARTNERSHIP, LP, a Delaware limited partnership (?Pledgor?), in favor of CF FLYER PE INVESTOR LLC, a Delaware limited liability company (together with its successors and assigns, ?Investor?). RECITALS A. On the Effective

Loan Agreement, dated November 22, 2022, by and between American General Life Insurance Company and The Variable Annuity Life Insurance Company, as lender, and BSR Midtown Current LLC, as borrower (Incorporated by reference to Exhibit 10.10 to the Company's Current Report on Form 8-K filed on November 25, 2022).

Exhibit 10.10 LOAN AGREEMENT Dated as of November 22, 2022 Between BSR MIDTOWN CURRENT LLC, as Borrower And AMERICAN GENERAL LIFE INSURANCE COMPANY and THE VARIABLE ANNUITY LIFE INSURANCE COMPANY, collectively, as Lender 172643501 Table of Contents Page 1. DEFINITIONS; PRINCIPLES OF CONSTRUCTION 1 1.1 Specific Definitions 1 1.2 Index of Other Definitions 23 1.3 Principles of Construction 26 2. GEN

Registration Rights Agreement, dated November 22, 2022, by and between Broad Street Realty, Inc. and CF Flyer PE Investor LLC (Incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed on November 25, 2022).

EX-10.6 7 brst-ex106.htm EX-10.6 Exhibit 10.6 BROAD STREET REALTY, INC. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 22, 2022 among Broad Street Realty, Inc., a Delaware corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Fortress Investors” (collectively with each Person, if any, w

Modification Agreement, dated as of September 30, 2022, by and among MVB Bank, Inc., Broad Street Operating Partnership, LP, Broad Street Realty, Inc. and Broad Street Realty, LLC

Exhibit 10.2 MODIFICATION AGREEMENT (Modification of Loan Agreement and Other Loan Documents) THIS MODIFICATION AGREEMENT (the ?Agreement?) is dated effective as of the 30th day of September, 2022, by Broad Street Operating Partnership, LP, a Delaware limited partnership, Broad Street Realty, Inc., a Delaware corporation, and Broad Street Realty, LLC, a Maryland limited liability company, their re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09043 BROAD

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 01, 2022 BROAD STREET REALTY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09043 36-3361229 (State or Other Jurisdiction of Incorporation) (Commi

Third Amendment and Reinstatement of Purchase and Sale Agreement, dated September 1, 2022, by and among Broad Street Realty, Inc. and BBL Current Owner, LLC.

EX-10.1 2 brst-ex101.htm EX-10.1 Exhibit 10.1 THIRD AMENDMENT AND REINSTATEMENT OF PURCHASE AND SALE AGREEMENT THIS THIRD AMENDMENT AND REINSTATEMENT OF PURCHASE AND SALE AGREEMENT (this "Amendment") is made this 1st day of September, 2022, by and between (i) BBL CURRENT OWNER, LLC, a Delaware limited liability company (“Seller”); and (ii) BROAD STREET REALTY, INC., a Delaware corporation, its nom

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09043 BROAD STRE

Amended and Restated Loan Agreement, dated as of June 29, 2022, by and among BSV Colonial Owner LLC, BSV Lamonticello Owner LLC, BSV Dekalb LLC, BSV Crestview Square LLC, BSV Coral Hills LLC and BSV West Broad Commons LLC, collectively as borrower, and Big Real Estate Finance I, LLC, as lender. (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on August 15, 2022)

Exhibit 10.1 AMENDED AND RESTATED LOAN AGREEMENT DATED AS OF JUNE 29, 2022 AND EFFECTIVE AS OF DECEMBER 27, 2019 BETWEEN BSV COLONIAL OWNER LLC, BSV LAMONTICELLO OWNER LLC, BSV DEKALB LLC, BSV CRESTVIEW SQUARE LLC, BSV CORAL HILLS LLC, AND BSV WEST BROAD COMMONS LLC, COLLECTIVELY, AS BORROWER AND BIG REAL ESTATE FINANCE I, LLC AS LENDER Table of Contents Page 1. DEFINITIONS; PRINCIPLES OF CONSTRUC

First Amendment to Midtown Row Purchase and Sale Agreement, dated January 14, 2022.

Exhibit 10.4 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is made this 14th day of January, 2022, by and between (i) BBL CURRENT OWNER, LLC, a Delaware limited liability company (?Seller?); and (ii) BROAD STREET REALTY, INC., a Delaware corporation, its nominee, designee or assignee (?Purchaser?). Seller and Purchaser are her

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09043 BROAD STR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from TO Commission File Number 001-0

Form of Indemnification Agreement by and among Broad Street Realty, Inc. and the executive officers and directors listed on Exhibit A thereto.

Exhibit 10.3 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) by and between Broad Street Realty, Inc., a Delaware corporation (?Broad Street?), and [ ] (?Indemnitee?) is entered into as of , 20 (the ?Effective Date?). Recitals A. Broad Street believes it is essential to retain and attract qualified directors and officers. B. Indemnitee has agreed to serve, or to cont

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-09043 BROAD STREET RE

Subsidiaries of Registrant

Exhibit 21.1 BROAD STREET REALTY, INC. List of Subsidiaries Entity Jurisdiction Broad Street OP GP, LLC Delaware Broad Street Operating Partnership, LP Delaware Broad Street Realty, LLC Maryland Broad Street Ventures, LLC Maryland Broad Street BIG First OP LLC Delaware BSV Avondale LLC Washington, DC BSV Colonial Investor LLC Delaware BSV Colonial Owner LLC Virginia BSV Coral Hills Investors LLC M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-09043

NT 10-K 1 brst-nt10k-2021-1231.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-09043 (Check One):  Form 10-K  Form 20-F  Form 11-K  Form 10-Q  Form 10-D  Form N-CEN  Form N-CSR For Period Ended: December 31, 2021  Transition Report on Form 10-K  Transition Report on Form 20-F  Transitio

Allonge and Modification Agreement (Note No. 1), dated March 22, 2022.

Exhibit 10.2 ALLONGE AND MODIFICATION AGREEMENT (NOTE NO. 1) (Amendment and Modification of Note No. 1) THIS ALLONGE AND MODIFICATION AGREEMENT (the ?Agreement?) is dated as of the 22nd day of March, 2022, by Broad Street Operating Partnership, LP, a Delaware limited partnership, Broad Street Realty, Inc., a Delaware corporation, and Broad Street Realty, LLC, a Maryland limited liability company,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 22, 2022 BROAD STREET REALTY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09043 36-3361229 (State or Other Jurisdiction of Incorporation) (Commissio

Modification Agreement, dated March 22, 2022, by and among Broad Street Operating Partnership, LP, Broad Street Realty, Inc. and Broad Street Realty, LLC, as borrowers, MVB Bank, Inc., as lender, and Michael Z. Jacoby, as guarantor.

Exhibit 10.1 MODIFICATION AGREEMENT (Modification of Loan Agreement and Other Loan Documents) THIS MODIFICATION AGREEMENT (the ?Agreement?) is dated as of the 22nd day of March, 2022, by Broad Street Operating Partnership, LP, a Delaware limited partnership, Broad Street Realty, Inc., a Delaware corporation, and Broad Street Realty, LLC, a Maryland limited liability company, their respective succe

Allonge and Modification Agreement (Note No. 2), dated March 22, 2022.

EX-10.3 4 brst-ex103.htm EX-10.3 Exhibit 10.3 ALLONGE AND MODIFICATION AGREEMENT (NOTE NO. 2) (Amendment and Modification of Note No. 2) THIS ALLONGE AND MODIFICATION AGREEMENT (the “Agreement”) is dated as of the 22nd day of March, 2022, by Broad Street Operating Partnership, LP, a Delaware limited partnership, Broad Street Realty, Inc., a Delaware corporation, and Broad Street Realty, LLC, a Mar

Regulation FD Disclosure, Financial Statements and Exhibits

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): February 24, 2022 BROAD STREET REALTY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09043 36-3361229 (State or Other Jurisdiction of Incorporation) (Commis

BROAD STREET REALTY, INC. Update from Michael Z. Jacoby, Chairman of the Board and Chief Executive Officer

Exhibit 99.1 BROAD STREET REALTY, INC. Update from Michael Z. Jacoby, Chairman of the Board and Chief Executive Officer BETHESDA, MD, February 22, 2022 /PRNewswire/ ?Broad Street Realty, Inc. (OTCQX: BRST) To all our stakeholders. As we pass the halfway point of the first quarter of 2022, I am thankful for the position my colleagues and I find ourselves in at Broad Street Realty. Due to the latest

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 11, 2022 BROAD STREET REALTY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09043 36-3361229 (State or Other Jurisdiction of Incorporation) (Commiss

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 21, 2021 BROAD STREET REALTY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-09043 36-3361229 (State or Other Jurisdiction of Incorporation) (Commis

Purchase and Sale Agreement, dated December 21, 2021, by and among Broad Street Realty, Inc. and BBL Current Owner, LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 27, 2021).

EX-10.1 2 brst-ex101.htm EX-10.1 Exhibit 10.1 PURCHASE AND SALE AGREEMENT (Midtown Row, Williamsburg, Virginia) THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the 21 day of December, 2021, by and between (i) BBL CURRENT OWNER, LLC, a Delaware limited liability company (“Seller”); and (ii) BROAD STREET REALTY, INC., a Delaware corporation, its nominee, designee o

Greenwood Village Statements of Revenues and Certain Operating Expenses For the Nine Months Ended September 30, 2021 (unaudited) and the Year Ended December 31, 2020 (Dollars in thousands)

EX-99.1 3 brst-ex991.htm EX-99.1 Exhibit 99.1 Independent Auditor’s Report Shareholders and Board of Directors Broad Street Realty, Inc. Bethesda, Maryland Opinion We have audited the accompanying statement of revenues and certain operating expenses (the “financial statement”) of Greenwood Village for the year ended December 31, 2020, and the related notes to the financial statement. In our opinio

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 6, 2021 BROAD STREET REALTY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-09043

Broad Street Realty, Inc. Pro Forma Consolidated Financial Statements

EX-99.2 4 brst-ex992.htm EX-99.2 Exhibit 99.2 Broad Street Realty, Inc. Pro Forma Consolidated Financial Statements (Unaudited) On October 6, 2021, Broad Street Realty, Inc. (the “Company”) completed the merger (the “Greenwood Merger”) pursuant to which it acquired Greenwood Village Shopping Center, a retail shopping center located in Greenwood Village, Colorado with approximately 204,158 square f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09043 BROAD STREET REALTY, INC.

BROAD STREET REALTY, INC ANNOUNCES CLOSING OF PREVIOUSLY ANNOUNCED MERGER TRANSACTION OF THE SHOPS AT GREENWOOD VILLAGE

Exhibit 99.1 BROAD STREET REALTY, INC ANNOUNCES CLOSING OF PREVIOUSLY ANNOUNCED MERGER TRANSACTION OF THE SHOPS AT GREENWOOD VILLAGE BETHESDA, MD, October 12, 2021 /PRNewswire/ ?Broad Street Realty, Inc. (OTCQX: BRST), a fully integrated and self-managed publicly owned real estate company, continued its previously announced series of mergers by completing the merger of the 198,327 square foot The

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): October 6, 2021 BROAD STREET REALTY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-09043 (Commission File Num

As filed with the Securities and Exchange Commission on October 6, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BROAD STREET REALTY, INC. (Exact name of

As filed with the Securities and Exchange Commission on October 6, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Broad Street Realty, Inc. Amended and Restated 2020 Equity Incentive Plan. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on September 21, 2021).

EX-10.1 2 brst-ex1017.htm EX-10.1 Exhibit 10.1 BROAD STREET REALTY, Inc. Amended and restated 2020 Equity Incentive Plan TABLE OF CONTENTS Page 1. PURPOSE 1 2. DEFINITIONS 1 3. ADMINISTRATION OF THE PLAN 7 3.1 Committee. 7 3.2 Terms of Awards. 7 3.3 Forfeiture; Recoupment. 8 3.4 Deferral Arrangement. 9 3.5 No Liability. 9 3.6 Share Issuance/Book-Entry. 9 4. SHARES SUBJECT TO THE PLAN 9 4.1 Number

Form of Performance Award of Stock Units Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on September 21, 2021).

Exhibit 10.2 BROAD STREET REALTY, INC. 2020 EQUITY INCENTIVE PLAN PERFORMANCE AWARD OF STOCK UNITS NOTICE Broad Street Realty, Inc., a Delaware corporation (the ?Company?), hereby grants a Performance Award of Stock Units (?Stock Units?) pursuant to the Company?s 2020 Equity Incentive Plan (as amended from time to time, the ?Plan?) to the Grantee named below, subject to the vesting and other terms

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): September 15, 2021 BROAD STREET REALTY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-09043 (Commission File

Broad Street Realty, Inc. Pro Forma Consolidated Financial Statements

EX-99.2 4 brst-ex99212.htm EX-99.2 Exhibit 99.2 Broad Street Realty, Inc. Pro Forma Consolidated Financial Statements (Unaudited) During May and June 2021, Broad Street Realty, Inc. (the “Company”) completed three mergers (the “2021 Mergers”) pursuant to which it acquired: (i) Highlandtown Village Shopping Center, a retail shopping center located in Baltimore, Maryland with approximately 57,513 sq

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2021 BROAD STREET REALTY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-09043 (Co

Acquired Properties Combined Statements of Revenues and Certain Operating Expenses For the Three Months Ended March 31, 2021 (unaudited) and the Year Ended December 31, 2020 (Dollars in thousands)

EX-99.1 3 brst-ex9916.htm EX-99.1 Exhibit 99.1 Independent Auditor’s Report Shareholders and Board of Directors Broad Street Realty, Inc. Bethesda, Maryland Opinion We have audited the accompanying combined statement of revenues and certain operating expenses (the “combined financial statement”) of the Acquired Properties for the year ended December 31, 2020, and the related notes to the combined

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09043 BROAD STREET REALTY, INC.

Second Amendment to Basis Loan Agreement, dated May 10, 2021 (Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q, filed on August 16, 2021).

Exhibit 10.2 THIS SECOND AMENDMENT TO LOAN AGREEMENT, dated as of the 10th day of May, 2021 (this ?Amendment?), by and among BSV COLONIAL OWNER LLC, BSV LAMONTICELLO OWNER LLC AND BSV WEST BROAD COMMONS LLC, each a Virginia limited liability company, BSV CRESTVIEW SQUARE LLC AND BSV CORAL HILLS LLC, each a Maryland limited liability company, and BSV DEKALB LLC, a Pennsylvania limited liability com

First Amendment to Operating Agreement of Broad Street BIG First OP, LLC, dated as of May 10, 2021 (Incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed on August 16, 2021).

EX-10.1 2 brst-ex10111.htm EX-10.1 Exhibit 10.1 FIRST AMENDMENT TO OPERATING AGREEMENT OF BROAD STREET BIG FIRST OP LLC THIS FIRST AMENDMENT TO OPERATING AGREEMENT (this “First Amendment’’) is entered into as of this 10th day of May, 2021, among BIG BSP INVESTMENTS, LLC, a Delaware limited liability company (the “Class A Member”) and BROAD STREET OPERATING PARTNERSHIP, L.P., a Delaware limited par

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 brst-8k20210623.htm 8-K 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): June 23, 2021 BROAD STREET REALTY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 00

BROAD STREET REALTY, INC JOINS OTCQX BEST MARKET

EX-99.1 2 brst-ex9916.htm EX-99.1 Exhibit 99.1 BROAD STREET REALTY, INC JOINS OTCQX BEST MARKET BETHESDA, MD, June 23, 2021 /PRNewswire/ —Broad Street Realty, Inc. (OTCQX: BRST), a fully integrated and self-managed real estate company, has qualified to trade on the OTCQX® Best Market effective today. The Company upgraded to OTCQX from the Pink® market. OTC Markets Group Inc. (OTCQX: OTCM) is the o

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 brst-8k20210604.htm 8-K 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): June 4, 2021 BROAD STREET REALTY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001

Unregistered Sales of Equity Securities, Other Events

8-K 1 brst-8k20210521.htm 8-K 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): May 21, 2021 BROAD STREET REALTY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001

As filed with the Securities and Exchange Commission on May 17, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BROAD STREET REALTY, INC. (Exact name of reg

S-8 1 brst-s8.htm S-8 As filed with the Securities and Exchange Commission on May 17, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BROAD STREET REALTY, INC. (Exact name of registrant as specified in its charter) Delaware 36-3361229 (State or other jurisdiction of incorporation or organization) (IRS Emp

Form of Restricted Stock Agreement for Officers (Incorporated by reference to Exhibit 10.2 to the Company's Registration Statement on Form S-8, filed on May 17, 2021).

Exhibit 10.2 BROAD STREET REALTY, INC. 2020 EQUITY INCENTIVE PLAN RESTRICTED Stock AGREEMENT Broad Street Realty, Inc., a Delaware corporation (the ?Company?), hereby grants shares of its common stock, $0.01 par value per share (?Common Stock?), to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in thi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

10-Q 1 brst-10q20210331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F

Annual Report - 10-K

10-K 1 brst-10k20201231.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-09043 BROAD STREET REALTY, INC.

Description of Securities of Broad Street Realty, Inc. (Incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K, filed on April 15, 2021)

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2020, Broad Street Realty, Inc. (?we,? ?our? or ?us?) had one class of securities, our common stock, $0.01 par value per share (?common stock?), registered under Section 12 of the Securities Exchange Act of 1934, as amended. The following is a descripti

Quarterly Report - 10-Q

10-Q 1 brst-10q20200331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F

Subsidiaries of Registrant

Exhibit 21.1 BROAD STREET REALTY, INC. List of Subsidiaries Entity Jurisdiction Broad Street OP GP, LLC Delaware Broad Street Operating Partnership, LP Delaware Broad Street Realty, LLC Maryland Broad Street Ventures, LLC Maryland Broad Street BIG First OP LLC Delaware BSV Avondale LLC Washington, DC BSV Colonial Investor LLC Delaware BSV Colonial Owner LLC Virginia BSV Coral Hills Investors LLC M

Form of Restricted Stock Award Agreement for Directors (Incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K, filed on April 15, 2021).

Exhibit 10.18 BROAD STREET REALTY, INC. 2020 EQUITY INCENTIVE PLAN RESTRICTED Stock AGREEMENT Broad Street Realty, Inc., a Delaware corporation (the ?Company?), hereby grants shares of its common stock, $0.01 par value per share (?Common Stock?), to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in th

Quarterly Report - 10-Q

10-Q 1 brst-10q20200930.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissi

Allonge and Modification Agreement, dated as of March 30, 2021 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on April 5, 2021).

EX-10.1 2 brst-ex1017.htm EX-10.1 Exhibit 10.1 ALLONGE AND MODIFICATION AGREEMENT (NOTE NO. 2) (Amendment and Modification of Note No. 2 and Related Loan Documents) THIS ALLONGE AND MODIFICATION AGREEMENT (the “Agreement”) is dated as of the 30 day of March, 2021, by Broad Street Operating Partnership, LP, a Delaware limited partnership, Broad Street Realty, Inc., a Delaware corporation, and Broad

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 brst-8k20210330.htm 8-K 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 30, 2021 BROAD STREET REALTY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0

- NT 10-K

NT 10-K 1 brst-nt10k20201231.htm NT 10-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-09043 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on

BROAD STREET REALTY, INC. Update from Michael Z. Jacoby Chairman of the Board and Chief Executive Officer

EX-99.1 2 brst-ex9916.htm EX-99.1 Exhibit 99.1 BROAD STREET REALTY, INC. Update from Michael Z. Jacoby Chairman of the Board and Chief Executive Officer BETHESDA, MD, January 25, 2021 /PRNewswire/ —Broad Street Realty, Inc. (OTC PINK: BRST) To all our stakeholders. So long 2020! We will not miss you! Our entire Broad Street Realty team toiled valiantly through a very choppy 2020 business climate,

Financial Statements and Exhibits

8-K 1 brst-8k20210125.htm 8-K 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 25, 2021 BROAD STREET REALTY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation)

Financial Statements and Exhibits

8-K/A 1 brst-8ka20201221.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2019 BROAD STREET REALTY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other juri

Initial Centers Combined Statements of Revenues and Certain Operating Expenses (Dollars in thousands)

Exhibit 99.3 Independent Auditor’s Report Shareholders and Board of Directors Broad Street Realty, Inc. Bethesda, Maryland We have audited the accompanying combined statements of revenues and certain operating expenses (the “financial statements”) of the 10 retail shopping center portfolio (the “Initial Centers”) for the nine-months ended September 30, 2019 and for the year ended December 31, 2018

Broad Street Realty, Inc. Pro Forma Consolidated Financial Statements

Exhibit 99.4 Broad Street Realty, Inc. Pro Forma Consolidated Financial Statements (Unaudited) On May 28, 2019, Broad Street Realty, Inc. (formerly known as MedAmerica Properties Inc., the “Company”) and certain of its subsidiaries, including Broad Street Operating Partnership, LP (the “Operating Partnership”), entered into 19 separate agreements and plans of merger (collectively, the “Merger Agre

Broad Street Realty, LLC. Index to Financial Statements

Exhibit 99.2 Broad Street Realty, LLC. Index to Financial Statements Page Balance Sheets 2 Statements of Operations 3 Statements of Members’ Deficit 4 Statements of Cash Flows 5 Notes to Financial Statements 6 BROAD STREET REALTY, LLC Balance Sheets (in thousands) September 30, 2019 December 31, 2018 (Unaudited) Assets Current assets Cash and cash equivalents $ 348 $ 138 Accounts receivable, net o

Subsidiaries of Registrant

Exhibit 21.1 BROAD STREET REALTY, INC. List of Subsidiaries Entity Jurisdiction Broad Street OP GP, LLC Delaware Broad Street Operating Partnership, LP Delaware Broad Street Realty, LLC Maryland Broad Street Ventures, LLC Maryland Broad Street BIG First OP LLC Delaware BSV Avondale LLC Washington, DC BSV Colonial Investor LLC Delaware BSV Colonial Owner LLC Virginia BSV Coral Hills Investors LLC M

Agreement of Limited Partnership of Broad Street Realty, LP (Incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K, filed on December 22, 2020).

Exhibit 10.12 AGREEMENT OF LIMITED PARTNERSHIP OF BROAD STREET OPERATING PARTNERSHIP, LP THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS IN THE OPINION OF COUNSEL SATISFACTORY TO THE P

Consulting Agreement, dated as of December 27, 2019, between Broad Street Realty, Inc. and Timbergate Ventures, LLC. (Incorporated by reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K, filed on December 22, 2020)

Exhibit 10.13 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is dated this 27th day of December, 2019. CLIENT Broad Street Realty, Inc., a Delaware Corporation (the "Client") CONSULTANT Timbergate Ventures, LLC, a Colorado LLC (the "Consultant") IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and

Broad Street Realty, LLC. Index to Financial Statements

Exhibit 99.1 Broad Street Realty, LLC. Index to Financial Statements Page Report of Independent Registered Public Accounting Firm 2 Balance Sheet 3 Statement of Operations 4 Statement of Members’ Deficit 5 Statement of Cash Flows 6 Notes to Financial Statements 7 Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Broad Street Realty, LLC Bethesda, Maryland

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-09043 BROAD STREET RE

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 9, 2020 BROAD STREET REALTY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-09043 (Commission File Nu

Allonge and Modification Agreement, dated December 9, 2020 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 15, 2020).

Exhibit 10.1 ALLONGE AND MODIFICATION AGREEMENT (NOTE NO. 2) (Amendment and Modification of Note No. 2 and Related Loan Documents) THIS ALLONGE AND MODIFICATION AGREEMENT (the “Agreement”) is dated as of the 9th day of December, 2020, by Broad Street Operating Partnership, LP, a Delaware limited partnership, Broad Street Realty, Inc., a Delaware corporation, and Broad Street Realty, LLC, a Marylan

- NT 10-Q

NT 10-Q 1 brst-nt10q20200930.htm NT 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-09043 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report o

- NT 10-Q

NT 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-09043 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on For

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 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 2, 2020 BROAD STREET REALTY, INC. (Exact name of registrant as specified in its charter) Delaware 001-09043 36-3361229 (State or other jurisdiction of incorporation) (Commiss

- NT 10-Q

NT 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-09043 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Fo

Capital Contribution Agreement, dated June 16, 2020, by and between Broad Street Operating Partnership, LP and BIG BSP Investments, LLC with respect to a $442,000 Capital Contribution to Broad Street BIG First OP LLC.

EX-10.2 Exhibit 10.2 BIG BSP INVESTMENTS, LLC 75 Broad Street, Suite 2110 New York, New York 10004 June 16, 2020 Broad Street Operating Partnership, L.P. c/o Broad Street Realty, Inc. 7250 Woodmont Avenue, Suite 350 Bethesda, Maryland 20814 Re: Broad Street BIG First OP LLC (the “Company”) Ladies and Gentlemen: Reference is made to that certain Amended and Restated Operating Agreement of Broad Str

Capital Contribution Agreement, dated June 16, 2020 by and between Broad Street Operating Partnership, LP and BIG BSP Investments, LLC with respect to a $2,428,000 Capital Contribution to Broad Street BIG First OP LLC.

EX-10.1 2 d949262dex101.htm EX-10.1 Exhibit 10.1 BIG BSP INVESTMENTS, LLC 75 Broad Street, Suite 2110 New York, New York 10004 June 16, 2020 Broad Street Operating Partnership, L.P. c/o Broad Street Realty, Inc. 7250 Woodmont Avenue, Suite 350 Bethesda, Maryland 20814 Re: Broad Street BIG First OP LLC (the “Company”) Ladies and Gentlemen: Reference is made to that certain Amended and Restated Oper

Amendment to Basis Loan Agreement dated June 16, 2020.

EX-10.3 Exhibit 10.3 THIS AMENDMENT TO LOAN AGREEMENT, dated as of the 16th day of June, 2020 (this “Amendment”), between BSV COLONIAL OWNER LLC, BSV LAMONTICELLO OWNER LLC AND BSV WEST BROAD COMMONS LLC, each a Virginia limited liability company, BSV CRESTVIEW SQUARE LLC AND BSV CORAL HILLS LLC, each a Maryland limited liability company, and BSV DEKALB LLC, a Pennsylvania limited liability compan

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 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): June 16, 2020 BROAD STREET REALTY, INC. (Exact name of registrant as specified in its charter) Delaware 001-09043 36-3361229 (State or other jurisdiction of incorporation) (Commis

Amendment to MVB Loan Agreement.

EX-10.1 Exhibit 10.1 CHANGE IN TERMS AGREEMENT Principal $4,423,984.96 Loan Date 12-27-2019 Maturity 12-27-2022 Loan No 213470 Call / Coll Account Officer GAR Initials References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. Any item above containing “***” has been omitted due to text length limitations. Borrower: B

BROAD STREET REALTY, INC. PROVIDES UPDATE ON IMPACT OF COVID-19

EX-99.1 3 d930984dex991.htm EX-99.1 Exhibit 99.1 BROAD STREET REALTY, INC. PROVIDES UPDATE ON IMPACT OF COVID-19 BETHESDA, MD, May 15, 2020 /PRNewswire/ —Broad Street Realty, Inc. (OTC:BRST) today provided an update on the impact of COVID-19 on the Company’s business. “In light of these unprecedented times, we thought it was important to provide a general update on the impact of COVID-19 on the op

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K 1 d930984d8k.htm 8-K 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): May 12, 2020 BROAD STREET REALTY, INC. (Exact name of registrant as specified in its charter) Delaware 001-09043 36-3361229 (State or other jurisdiction of in

BRST / Broad Street Realty, Inc. NT 10-K - - NT 10-K

NT 10-K U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-09043 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 16, 2020 BROAD STREET REALTY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-09043 (Commission File Nu

Broad Street Realty, Inc. 2020 Equity Incentive Plan. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 21, 2020)

EX-10.1 2 ex169856.htm EXHIBIT 10.1 Exhibit 10.1 BROAD STREET REALTY, Inc. 2020 Equity Incentive Plan TABLE OF CONTENTS Page 1. PURPOSE 1 2. DEFINITIONS 1 3. ADMINISTRATION OF THE PLAN 7 3.1 Committee. 7 3.2 Terms of Awards. 7 3.3 Forfeiture; Recoupment. 8 3.4 Deferral Arrangement. 9 3.5 No Liability. 9 3.6 Share Issuance/Book-Entry. 9 4. SHARES SUBJECT TO THE PLAN 9 4.1 Number of Shares Available

Completion of Acquisition or Disposition of Assets

8-K 1 mamp202001148k.htm FORM 8-K 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 10, 2020 BROAD STREET REALTY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporat

BRST / Broad Street Realty, Inc. / Yockey Thomas M - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Broad Street Realty, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 111294 104 (CUSIP Number) Michael Z. Jacoby Chief Executive Officer 7250 Woodmont Ave, Suite 350 Bethesda, MD 20814 (301) 828-1200 (Name, Address and Telephone

BRST / Broad Street Realty, Inc. / Jacoby Michael Z - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Broad Street Realty, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 111294 104 (CUSIP Number) Michael Z. Jacoby Chief Executive Officer 7250 Woodmont Ave, Suite 350 Bethesda, MD 20814 (301) 828-1200 (Name, Address and Telephone

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 mamp202001038k.htm FORM 8-K 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): December 31, 2019 BROAD STREET REALTY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorpora

Second Amendment to the Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Greenwood Investors LLC, Broad Street Operating Partnership, LP, MedAmerica Properties Inc. and BSV Greenwood Merger Sub LLC. (Incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed on December 27, 2019)

Exhibit 10.9 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019, as amended on November 27, 2019 (as amended, the “Merger Agreement”), by and among BSV Greenwood Investors LLC, a Delaware limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnersh

Tax Protection Agreement, dated as of December 27, 2019, by and among Broad Street Realty, Inc., Broad Street Operating Partnership, LP, Initial Protected Partners listed on Schedule 1 of the Agreement and any substitute or additional Protected Partners in accordance with the terms of the Agreement. (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed on December 27, 2019)

EX-10.6 9 ex167752.htm EXHIBIT 10.6 Exhibit 10.6 TAX PROTECTION AGREEMENT THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into effective as of December 27, 2019 (the “Effective Date”) by and among Broad Street Realty, Inc., a Delaware corporation (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), the persons l

Employment Agreement, dated as of December 27, 2019, by and among Broad Street Realty, Inc., Broad Street Operating Partnership, LP, a Delaware limited partnership and Michael Jacoby. (Incorporated by reference to Exhibit 10.15 to the Company’s Current Report on Form 8-K, filed on December 27, 2019)

Exhibit 10.15 Execution Version BROAD STREET REALTY, INC. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 27, 2019 (the “Effective Date”), is by and among Broad Street Realty, Inc., a Delaware corporation (“BSR”), and Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership” and, together with BSR, the “Company”), an

Second Amendment to the Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Spotswood Investors LLC, Broad Street Operating Partnership, LP, MedAmerica Properties Inc. and BSV Spotswood Merger Sub LLC. (Incorporated by reference to Exhibit 10.14 to the Company’s Current Report on Form 8-K, filed on December 27, 2019)

EX-10.14 17 ex167760.htm EXHIBIT 10.14 Exhibit 10.14 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019, as amended on November 27, 2019 (as amended, the “Merger Agreement”), by and among BSV Spotswood Investors LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partn

Second Amendment to the Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Premier Brookhill LLC, Broad Street Operating Partnership, LP, MedAmerica Properties Inc. and BSV Brookhill Merger Sub LLC. (Incorporated by reference to Exhibit 10.13 to the Company’s Current Report on Form 8-K, filed on December 27, 2019)

Exhibit 10.13 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019, as amended on November 27, 2019 (as amended, the “Merger Agreement”), by and among BSV Premier Brookhill LLC, a Virginia limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnershi

Second Amendment to the Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Lamont Investors LLC, Broad Street Operating Partnership, LP, MedAmerica Properties Inc. and BSV Lamont Merger Sub LLC. (Incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K, filed on December 27, 2019)

Exhibit 10.11 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019, as amended on November 27, 2019 (as amended, the “Merger Agreement”), by and among BSV Lamont Investors LLC, a Delaware limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership

Second Amendment to the Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Cypress Point Investors LLC, Broad Street Operating Partnership, LP, MedAmerica Properties Inc. and BSV Cypress Point Merger Sub LLC. (Incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed on December 27, 2019)

Exhibit 10.8 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019, as amended on November 27, 2019 (as amended, the “Merger Agreement”), by and among BSV Cypress Point Investors LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partn

Tax Protection Agreement, dated as of December 27, 2019, by and among Broad Street Realty, Inc., Broad Street Operating Partnership, LP, Initial Protected Partners listed on Schedule 1 of the Agreement. (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on December 27, 2019)

Exhibit 10.4 TAX PROTECTION AGREEMENT THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into effective as of December 27, 2019 (the “Effective Date”) by and among Broad Street Realty, Inc., a Delaware corporation (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), the persons listed on Schedule 1 hereto (each an

Loan Agreement, dated as of December 27, 2019, by and among MVB Bank, Inc., Broad Street Operating Partnership, LP, Broad Street Realty, Inc. and Broad Street Realty, LLC. (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 27, 2019)

Exhibit 10.3 Loan Agreement This Loan Agreement (the “Loan Agreement”) is dated as of the 27th day of December, 2019, by and between MVB BANK, INC., a West Virginia banking corporation, its successors and/or assigns (the “Lender”), having an address for notices hereunder of 12100 Sunset Hills Road, Suite 130, Reston, Virginia 20190, Attn: Garret Reed; and Broad Street Operating Partnership, LP, a

Form of Indemnification Agreement by and among Broad Street Realty, Inc. and the executive officers and directors listed on Exhibit A thereto. (Incorporated by reference to Exhibit 10.17 to the Company’s Current Report on Form 8-K, filed on December 27, 2019)

Exhibit 10.17 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) by and between Broad Street Realty, Inc., a Delaware corporation (“Broad Street”), and [ ] (“Indemnitee”) is entered into as of , 20 (the “Effective Date”). Recitals A. Broad Street believes it is essential to retain and attract qualified directors and officers. B. Indemnitee has agreed to serve, or to con

Second Amendment to the Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Highlandtown Investors LLC, Broad Street Operating Partnership, LP, MedAmerica Properties Inc. and BSV Highlandtown Merger Sub LLC. (Incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K, filed on December 27, 2019)

Exhibit 10.10 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019, as amended on November 27, 2019 (as amended, the “Merger Agreement”), by and among BSV Highlandtown Investors LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partn

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

8-K 1 mamp201912188k.htm FORM 8-K 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): December 27, 2019 BROAD STREET REALTY, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorpora

Letter of Marcum LLP to the Securities and Exchange Commission, dated as of December 27, 2019 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on December 27, 2019).

EX-16.1 21 ex167780.htm EXHIBIT 16.1 Exhibit 16.1 December 27, 2019 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Broad Street Realty, Inc. (formerly known as MedAmerica Properties, Inc.) under Item 4.01 of its Form 8-K dated December 27, 2019. We agree with the statements concerning our Firm in such Form 8-K; we are n

Tax Protection Agreement, dated as of December 27, 2019, by and among Broad Street Realty, Inc., Broad Street Operating Partnership, LP, Initial Protected Partners listed on Schedule 1 of the Agreement and any substitute or additional Protected Partners in accordance with the terms of the Agreement. (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on December 27, 2019)

Exhibit 10.5 TAX PROTECTION AGREEMENT THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into effective as of December 27, 2019 (the “Effective Date”) by and among Broad Street Realty, Inc., a Delaware corporation (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), the persons listed on Schedule 1 hereto (each an

Loan Agreement, dated as of December 27, 2019, by and among BSV Colonial Owner LLC, BSV Lamonticello Owner LLC, BSV Dekalb LLC, BSV Crestview Square LLC, BSV Coral Hills LLC and BSV West Broad Commons LLC, collectively as borrower, and Big Real Estate Finance I, LLC, as lender. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 27, 2019)

Exhibit 10.1 LOAN AGREEMENT DATED AS OF DECEMBER 27, 2019 BETWEEN BSV COLONIAL OWNER LLC, BSV LAMONTICELLO OWNER LLC, BSV DEKALB LLC, BSV CRESTVIEW SQUARE LLC, BSV CORAL HILLS LLC, AND BSV WEST BROAD COMMONS LLC, COLLECTIVELY, AS BORROWER AND BIG REAL ESTATE FINANCE I, LLC AS LENDER Table of Contents Page 1. DEFINITIONS; PRINCIPLES OF CONSTRUCTION 1 1.1 DEFINITIONS 1 1.2 PRINCIPLES OF CONSTRUCTION

Second Amendment to the Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV LSP East Investors LLC, Broad Street Operating Partnership, LP, MedAmerica Properties Inc. and BSV LSP East Merger Sub LLC. (Incorporated by reference to Exhibit 10.12 to the Company’s Current Report on Form 8-K, filed on December 27, 2019)

Exhibit 10.12 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019, as amended on November 27, 2019 (as amended, the “Merger Agreement”), by and among BSV LSP East Investors LLC, a Delaware limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnersh

Amended and Restated Bylaws of Broad Street Realty, Inc. (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on December 27, 2019)

Exhibit 3.2 Amended and Restated Bylaws of Broad Street Realty, Inc. ARTICLE 1. THE CORPORATION, DEFINITIONS 1.1. Name. The corporation governed by these By-Laws is herein referred to as the “Corporation” and shall be known by the name “Broad Street Realty, Inc.” Under circumstances in which the Directors determine that the use of the name “Broad Street Realty, Inc.” is not practicable, legal and

Second Amendment to the Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Cromwell Parent LLC, Broad Street Operating Partnership, LP, MedAmerica Properties Inc. and BSV Cromwell Merger Sub LLC. (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed on December 27, 2019)

Exhibit 10.7 SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Second Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019, as amended on November 27, 2019 (as amended, the “Merger Agreement”), by and among BSV Cromwell Parent LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (

Operating Agreement, dated as of December 27, 2019, by and among Broad Street BIG First OP LLC, BIG BSP Investments, LLC, Broad Street Operating Partnership, LP and any Persons admitted to Broad Street BIG First OP LLC as Substitute Member(s) in accordance with the express terms of the Agreement. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 27, 2019)

EX-10.2 5 ex168163.htm EXHIBIT 10.2 Exhibit 10.2 BROAD STREET BIG FIRST OP LLC (a Delaware Limited Liability Company) AMENDED AND RESTATED OPERATING AGREEMENT THE SECURITIES REPRESENTED BY THE INTERESTS OF THE MEMBERS HAVE BEEN ISSUED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION OR QUALIFICATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND/OR THE SECURITIES OR "BLUE SKY" LAW

Certificate of Amendment of Certificate of Incorporation of MedAmerica Properties Inc., filed with the Delaware Secretary of State on December 27, 2019. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on December 27, 2019)

Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF Medamerica properties inc. The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of MedAmerica Properties Inc., resolutions were duly adopted setting forth a proposed amendment

BROAD STREET REALTY, LLC AND MEDAMERICA PROPERTIES INC. COMPLETE THE FIRST PHASE OF THE PREVIOUSLY ANNOUNCED MERGER TRANSACTIONS MedAmerica Properties Inc. changes its name to Broad Street Realty, Inc.

EX-99.1 22 ex168230.htm EXHIBIT 99.1 Exhibit 99.1 BROAD STREET REALTY, LLC AND MEDAMERICA PROPERTIES INC. COMPLETE THE FIRST PHASE OF THE PREVIOUSLY ANNOUNCED MERGER TRANSACTIONS MedAmerica Properties Inc. changes its name to Broad Street Realty, Inc. BETHESDA, MD and BOCA RATON, FL, December 27, 2019 /PRNewswire/ — Broad Street Realty, LLC (“Broad Street”) and MedAmerica Properties Inc. (OTC: MAM

Employment Agreement, dated as of December 27, 2019, by and among Broad Street Realty, Inc., Broad Street Operating Partnership, LP, a Delaware limited partnership and Alexander Topchy. (Incorporated by reference to Exhibit 10.16 to the Company’s Current Report on Form 8-K, filed on December 27, 2019)

Exhibit 10.16 Execution Version BROAD STREET REALTY, INC. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of December 27, 2019 (the “Effective Date”), is by and among Broad Street Realty, Inc., a Delaware corporation (“BSR”), and Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership” and, together with BSR, the “Company”), an

First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Coral Hills Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Coral Hills Merger Sub LLC. (Incorporated by reference to Exhibit 2.5 to the Company’s Current Report on Form 8-K, filed on December 3, 2019)

EX-2.5 6 ex166245.htm EXHIBIT 2.5 Exhibit 2.5 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Coral Hills Investors LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Ope

First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Avondale Merger Sub LLC. (Incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K, filed on December 3, 2019)

Exhibit 2.3 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Avondale LLC, a District of Columbia limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Pr

First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV West Broad Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV West Broad Merger Sub LLC. (Incorporated by reference to Exhibit 2.19 to the Company’s Current Report on Form 8-K, filed on December 3, 2019)

EX-2.19 20 ex166280.htm EXHIBIT 2.19 Exhibit 2.19 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV West Broad Investors LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “

First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Lamonticello Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Lamonticello Merger Sub LLC. (Incorporated by reference to Exhibit 2.14 to the Company’s Current Report on Form 8-K, filed on December 3, 2019)

Exhibit 2.14 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Lamonticello Investors LLC, a Delaware limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 27, 2019 MedAmerica Properties Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-09043 (Commission File

First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Colonial Investor LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Colonial Merger Sub LLC. (Incorporated by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K, filed on December 3, 2019)

Exhibit 2.4 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Colonial Investor LLC, a Delaware limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Prope

First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among Broad Street Ventures, LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and Broad Street Ventures Merger Sub LLC. (Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K, filed on December 3, 2019)

Exhibit 2.2 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among Broad Street Ventures, LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Prop

First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Premier Brookhill LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Brookhill Merger Sub LLC. (Incorporated by reference to Exhibit 2.17 to the Company’s Current Report on Form 8-K, filed on December 3, 2019)

Exhibit 2.17 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Premier Brookhill LLC, a Virginia limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Prop

First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Highlandtown Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV

Exhibit 2.11 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Highlandtown Investors LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica

First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV LSP East Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV LSP East Merger Sub LLC. (Incorporated by reference to Exhibit 2.15 to the Company’s Current Report on Form 8-K, filed on December 3, 2019)

EX-2.15 16 ex166276.htm EXHIBIT 2.15 Exhibit 2.15 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV LSP East Investors LLC, a Delaware limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Op

First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Lamont Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Lamont Merger Sub LLC. (Incorporated by reference to Exhibit 2.13 to the Company’s Current Report on Form 8-K, filed on December 3, 2019)

EX-2.13 14 ex166274.htm EXHIBIT 2.13 Exhibit 2.13 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Lamont Investors LLC, a Delaware limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Oper

First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Hollinswood LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Hollinswood Merger Sub LLC. (Incorporated by reference to Exhibit 2.12 to the Company’s Current Report on Form 8-K, filed on December 3, 2019)

EX-2.12 13 ex166273.htm EXHIBIT 2.12 Exhibit 2.12 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Hollinswood LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating

First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Crestview Square LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Crestview Square Merger Sub LLC. (Incorporated by reference to Exhibit 2.6 to the Company’s Current Report on Form 8-K, filed on December 3, 2019)

Exhibit 2.6 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Crestview Square LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Proper

First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Cromwell Parent LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Cromwell Merger Sub LLC. (Incorporated by reference to Exhibit 2.7 to the Company’s Current Report on Form 8-K, filed on December 3, 2019)

Exhibit 2.7 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Cromwell Parent LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Propert

First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Dekalb LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Dekalb Merger Sub LLC. (Incorporated by reference to Exhibit 2.9 to the Company’s Current Report on Form 8-K, filed on December 3, 2019)

Exhibit 2.9 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Dekalb LLC, a Pennsylvania limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Properties I

First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Greenwood Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Greenwood Merger Sub LLC. (Incorporated by reference to Exhibit 2.10 to the Company’s Current Report on Form 8-K, filed on December 3, 2019)

Exhibit 2.10 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Greenwood Investors LLC, a Delaware limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Pr

First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Spotswood Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Spotswood Merger Sub LLC. (Incorporated by reference to Exhibit 2.18 to the Company’s Current Report on Form 8-K, filed on December 3, 2019)

Exhibit 2.18 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Spotswood Investors LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Pr

First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Cypress Point Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Cypress Point Merger Sub LLC. (Incorporated by reference to Exhibit 2.8 to the Company’s Current Report on Form 8-K, filed on December 3, 2019)

Exhibit 2.8 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Cypress Point Investors LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica

First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among BSV Patrick Street Member LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Patrick Street Merger Sub LLC. (Incorporated by reference to Exhibit 2.16 to the Company’s Current Report on Form 8-K, filed on December 3, 2019)

Exhibit 2.16 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among BSV Patrick Street Member LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica

First Amendment to Agreement and Plan of Merger, dated as of November 27, 2019, by and among Broad Street Realty, LLC MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and Broad Street Realty Merger Sub LLC. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on December 3, 2019)

Exhibit 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment (this “Amendment”) to the Agreement and Plan of Merger, dated as of May 28, 2019 (the “Merger Agreement”), by and among Broad Street Realty, LLC, a Maryland limited liability company (the “Company”), Broad Street Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), MedAmerica Proper

Quarterly Report - FORM 10-Q

10-Q 1 mamp2019093010q.htm FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition

Directors and Executive Officers—Directors and Executive Officers after the Mergers

SC 14F1 1 mamp20191025sc14f1.htm SCHEDULE 14F1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Schedule 14f-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER MEDAMERICA PROPERTIES INC. (Exact name of registrant as specified in its corporate charter) Commission File No.: 001-09043 Delaware (State or other juris

BARA / Banyan Rail Services Inc. 10-Q - Quarterly Report - FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 00

Agreement and Plan of Merger, dated May 28, 2019, by and among BSV Lamonticello Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Lamonticello Merger Sub LLC. (Incorporated by reference to Exhibit 2.14 to the Company’s Current Report on Form 8-K, filed on May 31, 2019)

Exhibit 2.14 AGREEMENT AND PLAN OF MERGER by and among BSV LAMONTICELLO INVESTORS LLC, MEDAMERICA PROPERTIES INC., BROAD STREET OPERATING PARTNERSHIP, LP and BSV LAMONTICELLO MERGER SUB LLC Dated as of May 28, 2019 Article 1. The Mergers 2 Section 1.1 Conversion of Company Interests 2 Section 1.2 Effective Time of the Merger 3 Section 1.3 Organizational Documents 3 Section 1.4 Consideration and Ex

Agreement and Plan of Merger, dated May 28, 2019, by and among BSV LSP East Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV LSP East Merger Sub LLC. (Incorporated by reference to Exhibit 2.15 to the Company’s Current Report on Form 8-K, filed on May 31, 2019)

Exhibit 2.15 AGREEMENT AND PLAN OF MERGER by and among BSV LSP EAST INVESTORS LLC, MEDAMERICA PROPERTIES INC., BROAD STREET OPERATING PARTNERSHIP, LP and BSV LSP EAST MERGER SUB LLC Dated as of May 28, 2019 Article 1. The Mergers 2 Section 1.1 Conversion of Company Interests 2 Section 1.2 Effective Time of the Merger 3 Section 1.3 Organizational Documents 3 Section 1.4 Consideration and Exchange o

Agreement and Plan of Merger, dated May 28, 2019, by and among BSV Cromwell Parent LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Cromwell Merger Sub LLC. (Incorporated by reference to Exhibit 2.7 to the Company’s Current Report on Form 8-K, filed on May 31, 2019)

Exhibit 2.7 AGREEMENT AND PLAN OF MERGER by and among BSV CROMWELL PARENT LLC, MEDAMERICA PROPERTIES INC., BROAD STREET OPERATING PARTNERSHIP, LP and BSV CROMWELL MERGER SUB LLC Dated as of May 28, 2019 Article 1. The Mergers 2 Section 1.1 Conversion of Company Interests 2 Section 1.2 Effective Time of the Merger 3 Section 1.3 Organizational Documents 3 Section 1.4 Consideration and Exchange of Eq

Agreement and Plan of Merger, dated May 28, 2019, by and among BSV Cypress Point Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Cypress Point Merger Sub LLC. (Incorporated by reference to Exhibit 2.8 to the Company’s Current Report on Form 8-K, filed on May 31, 2019)

Exhibit 2.8 AGREEMENT AND PLAN OF MERGER by and among BSV CYPRESS POINT INVESTORS LLC, MEDAMERICA PROPERTIES INC., BROAD STREET OPERATING PARTNERSHIP, LP and BSV CYPRESS POINT MERGER SUB LLC Dated as of May 28, 2019 Article 1. The Mergers 2 Section 1.1 Conversion of Company Interests 2 Section 1.2 Effective Time of the Merger 3 Section 1.3 Organizational Documents 3 Section 1.4 Consideration and E

Agreement and Plan of Merger, dated May 28, 2019, by and among BSV Colonial Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Colonial Merger Sub LLC. (Incorporated by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K, filed on May 31, 2019)

Exhibit 2.4 AGREEMENT AND PLAN OF MERGER by and among BSV COLONIAL INVESTOR LLC, MEDAMERICA PROPERTIES INC., BROAD STREET OPERATING PARTNERSHIP, LP and BSV COLONIAL MERGER SUB LLC Dated as of May 28, 2019 Article 1. The Mergers 2 Section 1.1 Conversion of Company Interests 2 Section 1.2 Effective Time of the Merger 3 Section 1.3 Organizational Documents 3 Section 1.4 Consideration and Exchange of

Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV West Broad Investors LLC, MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and BSV West Broad Merger Sub LLC. Exhibit 2.19 to the Form 8-K filed May 31, 2019 is incorporated by reference herein.

Exhibit 2.19 AGREEMENT AND PLAN OF MERGER by and among BSV WEST BROAD INVESTORS LLC, MEDAMERICA PROPERTIES INC., BROAD STREET OPERATING PARTNERSHIP, LP and BSV WEST BROAD MERGER SUB LLC Dated as of May 28, 2019 ARTICLE 1. THE MERGERS 2 Section 1.1 Conversion of Company Interests 2 Section 1.2 Effective Time of the Merger 3 Section 1.3 Organizational Documents 3 Section 1.4 Consideration and Exchan

Agreement and Plan of Merger, dated May 28, 2019, by and among BSV Hollinswood LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Hollinswood Merger Sub LLC. (Incorporated by reference to Exhibit 2.12 to the Company’s Current Report on Form 8-K, filed on May 31, 2019)

Exhibit 2.12 AGREEMENT AND PLAN OF MERGER by and among BSV HOLLINSWOOD LLC, MEDAMERICA PROPERTIES INC., BROAD STREET OPERATING PARTNERSHIP, LP and BSV HOLLINSWOOD MERGER SUB LLC Dated as of May 28, 2019 Article 1. The Mergers 2 Section 1.1 Conversion of Company Interests 2 Section 1.2 Effective Time of the Merger 3 Section 1.3 Organizational Documents 3 Section 1.4 Consideration and Exchange of Eq

Agreement and Plan of Merger, dated as of May 28, 2019, by and among Broad Street Realty, LLC MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and Broad Street Realty Merger Sub LLC. (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on May 31, 2019)

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among BROAD STREET REALTY, LLC, MEDAMERICA PROPERTIES INC., BROAD STREET OPERATING PARTNERSHIP, LP and BROAD STREET REALTY MERGER SUB LLC Dated as of May 28, 2019 Article 1. The Mergers 2 Section 1.1 Conversion of Company Interests 2 Section 1.2 Effective Time of the Merger 3 Section 1.3 Organizational Documents 3 Section 1.4 Consideration and Exchan

Agreement and Plan of Merger, dated May 28, 2019, by and among BSV Patrick Street Member LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Patrick Street Merger Sub LLC. (Incorporated by reference to Exhibit 2.16 to the Company’s Current Report on Form 8-K, filed on May 31, 2019)

Exhibit 2.16 AGREEMENT AND PLAN OF MERGER by and among BSV PATRICK STREET MEMBER LLC, MEDAMERICA PROPERTIES INC., BROAD STREET OPERATING PARTNERSHIP, LP and BSV PATRICK STREET MERGER SUB LLC Dated as of May 28, 2019 Article 1. The Mergers 2 Section 1.1 Conversion of Company Interests 2 Section 1.2 Effective Time of the Merger 3 Section 1.3 Organizational Documents 3 Section 1.4 Consideration and E

Agreement and Plan of Merger, dated May 28, 2019, by and among BSV Highlandtown Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Highlandtown Merger Sub LLC. (Incorporated by reference to Exhibit 2.11 to the Company’s Current Report on Form 8-K, filed on May 31, 2019)

Exhibit 2.11 AGREEMENT AND PLAN OF MERGER by and among BSV HIGHLANDTOWN INVESTORS LLC, MEDAMERICA PROPERTIES INC., BROAD STREET OPERATING PARTNERSHIP, LP and BSV HIGHLANDTOWN MERGER SUB LLC Dated as of May 28, 2019 Article 1. The Mergers 2 Section 1.1 Conversion of Company Interests 2 Section 1.2 Effective Time of the Merger 3 Section 1.3 Organizational Documents 3 Section 1.4 Consideration and Ex

Agreement and Plan of Merger, dated May 28, 2019, by and among BSV Dekalb LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Dekalb Merger Sub LLC. (Incorporated by reference to Exhibit 2.9 to the Company’s Current Report on Form 8-K, filed on May 31, 2019)

Exhibit 2.9 AGREEMENT AND PLAN OF MERGER by and among BSV DEKALB LLC, MEDAMERICA PROPERTIES INC., BROAD STREET OPERATING PARTNERSHIP, LP and BSV DEKALB MERGER SUB LLC Dated as of May 28, 2019 Article 1. The Mergers 2 Section 1.1 Conversion of Company Interests 2 Section 1.2 Effective Time of the Merger 3 Section 1.3 Organizational Documents 3 Section 1.4 Consideration and Exchange of Equity 3 Sect

Representation Warranty and Indemnification Agreement, dated May 28, 2019, by and among, Michael Z. Jacoby, Thomas M. Yockey, MedAmerica Properties Inc. and Broad Street Operating Partnership, LP. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 31, 2019)

Exhibit 10.1 REPRESENTATION AND WARRANTY INDEMNIFICATION AGREEMENT This REPRESENTATION AND WARRANTY INDEMNIFICATION AGREEMENT (including all exhibits and schedules hereto, this “Agreement”) is made and entered into as of May 28, 2019, by and among MEDAMERICA PROPERTIES INC., a Delaware corporation (“MAMP”), and BROAD STREET OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “Operating

Agreement and Plan of Merger, dated May 28, 2019, by and among BSV Coral Hills Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Coral Hills Merger Sub LLC. (Incorporated by reference to Exhibit 2.5 to the Company’s Current Report on Form 8-K, filed on May 31, 2019)

Exhibit 2.5 AGREEMENT AND PLAN OF MERGER by and among BSV CORAL HILLS INVESTORS LLC, MEDAMERICA PROPERTIES INC., BROAD STREET OPERATING PARTNERSHIP, LP and BSV CORAL HILLS MERGER SUB LLC Dated as of May 28, 2019 Article 1. The Mergers 2 Section 1.1 Conversion of Company Interests 2 Section 1.2 Effective Time of the Merger 3 Section 1.3 Organizational Documents 3 Section 1.4 Consideration and Excha

Agreement and Plan of Merger, dated as of May 28, 2019, by and among BSV Spotswood Investors LLC, MedAmerica Properties Inc., Broad Street Realty Operating Partnership, LP and BSV Spotswood Merger Sub LLC. Exhibit 2.18 to the Form 8-K filed May 31, 2019 is incorporated by reference herein.

Exhibit 2.18 AGREEMENT AND PLAN OF MERGER by and among BSV SPOTSWOOD INVESTORS LLC, MEDAMERICA PROPERTIES INC., BROAD STREET OPERATING PARTNERSHIP, LP and BSV SPOTSWOOD MERGER SUB LLC Dated as of May 28, 2019 Article 1. The Mergers 2 Section 1.1 Conversion of Company Interests 2 Section 1.2 Effective Time of the Merger 3 Section 1.3 Organizational Documents 3 Section 1.4 Consideration and Exchange

MEDAMERICA PROPERTIES INC. ANNOUNCES THE SIGNING OF DEFINITIVE MERGER AGREEMENTS WITH SHOPPING CENTER OWNER BROAD STREET REALTY, LLC

Exhibit 99.1 MEDAMERICA PROPERTIES INC. ANNOUNCES THE SIGNING OF DEFINITIVE MERGER AGREEMENTS WITH SHOPPING CENTER OWNER BROAD STREET REALTY, LLC BETHESDA, MD and BOCA RATON, FL — Broad Street Realty, LLC (“Broad Street”), Broad Street Ventures, LLC (“BSV”) and MedAmerica Properties Inc. (OTC: MAMP) today announced that they have entered into 19 definitive merger agreements. Upon completion of the

Agreement and Plan of Merger, dated May 28, 2019, by and among BSV Greenwood Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Greenwood Merger Sub LLC. (Incorporated by reference to Exhibit 2.10 to the Company’s Current Report on Form 8-K, filed on May 31, 2019)

Exhibit 2.10 AGREEMENT AND PLAN OF MERGER by and among BSV GREENWOOD INVESTORS LLC, MEDAMERICA PROPERTIES INC., BROAD STREET OPERATING PARTNERSHIP, LP and BSV GREENWOOD MERGER SUB LLC Dated as of May 28, 2019 Article 1. The Mergers 2 Section 1.1 Conversion of Company Interests 2 Section 1.2 Effective Time of the Merger 3 Section 1.3 Organizational Documents 3 Section 1.4 Consideration and Exchange

Agreement and Plan of Merger, dated May 28, 2019, by and among Broad Street Ventures, LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and Broad Street Ventures Merger Sub LLC. (Incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K, filed on May 31, 2019)

Exhibit 2.2 AGREEMENT AND PLAN OF MERGER by and among BROAD STREET VENTURES, LLC, MEDAMERICA PROPERTIES INC., BROAD STREET OPERATING PARTNERSHIP, LP and BROAD STREET VENTURES MERGER SUB LLC Dated as of May 28, 2019 Article 1. The Mergers 2 Section 1.1 Conversion of Company Interests 2 Section 1.2 Effective Time of the Merger 3 Section 1.3 Organizational Documents 3 Section 1.4 Consideration and Ex

Agreement and Plan of Merger, dated May 28, 2019, by and among BSV Avondale LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Avondale Merger Sub LLC. (Incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K, filed on May 31, 2019)

Exhibit 2.3 AGREEMENT AND PLAN OF MERGER by and among BSV AVONDALE LLC, MEDAMERICA PROPERTIES INC., BROAD STREET OPERATING PARTNERSHIP, LP and BSV AVONDALE MERGER SUB LLC Dated as of May 28, 2019 Article 1. The Mergers 2 Section 1.1 Conversion of Company Interests 2 Section 1.2 Effective Time of the Merger 3 Section 1.3 Organizational Documents 3 Section 1.4 Consideration and Exchange of Equity 3

Agreement and Plan of Merger, dated May 28, 2019, by and among BSV Crestview Square LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Crestview Square Merger Sub LLC. (Incorporated by reference to Exhibit 2.6 to the Company’s Current Report on Form 8-K, filed on May 31, 2019)

Exhibit 2.6 AGREEMENT AND PLAN OF MERGER by and among BSV CRESTVIEW SQUARE LLC, MEDAMERICA PROPERTIES INC., BROAD STREET OPERATING PARTNERSHIP, LP and BSV CRESTVIEW SQUARE MERGER SUB LLC Dated as of May 28, 2019 Article 1. The Mergers 2 Section 1.1 Conversion of Company Interests 2 Section 1.2 Effective Time of the Merger 3 Section 1.3 Organizational Documents 3 Section 1.4 Consideration and Excha

Agreement and Plan of Merger, dated May 28, 2019, by and among BSV Premier Brookhill LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Brookhill Merger Sub LLC. (Incorporated by reference to Exhibit 2.17 to the Company’s Current Report on Form 8-K, filed on May 31, 2019)

Exhibit 2.17 AGREEMENT AND PLAN OF MERGER by and among BSV PREMIER BROOKHILL LLC, MEDAMERICA PROPERTIES INC., BROAD STREET OPERATING PARTNERSHIP, LP and BSV BROOKHILL MERGER SUB LLC Dated as of May 28, 2019 ARTICLE 1. THE MERGERS 2 Section 1.1 Conversion of Company Interests 2 Section 1.2 Effective Time of the Merger 3 Section 1.3 Organizational Documents 3 Section 1.4 Consideration and Exchange o

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): May 28, 2019 MedAmerica Properties Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-09043 (Commission File Numbe

Agreement and Plan of Merger, dated May 28, 2019, by and among BSV Lamont Investors LLC, MedAmerica Properties Inc., Broad Street Operating Partnership, LP and BSV Lamont Merger Sub LLC. (Incorporated by reference to Exhibit 2.13 to the Company’s Current Report on Form 8-K, filed on May 31, 2019)

Exhibit 2.13 AGREEMENT AND PLAN OF MERGER by and among BSV LAMONT INVESTORS LLC, MEDAMERICA PROPERTIES INC., BROAD STREET OPERATING PARTNERSHIP, LP and BSV LAMONT MERGER SUB LLC Dated as of May 28, 2019 Article 1. The Mergers 2 Section 1.1 Conversion of Company Interests 2 Section 1.2 Effective Time of the Merger 3 Section 1.3 Organizational Documents 3 Section 1.4 Consideration and Exchange of Eq

Amended and Restated Bylaws of MedAmerica Properties Inc.

Exhibit 3.1 Amended and Restated Bylaws of MedAmerica Properties Inc. ARTICLE 1. THE CORPORATION, DEFINITIONS 1.1. Name. The corporation governed by these By-Laws is herein referred to as the “Corporation” and shall be known by the name “MedAmerica Properties Inc.” Under circumstances in which the Directors determine that the use of the name “MedAmerica Properties Inc.” is not practicable, legal a

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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: May 16, 2019 (Date of earliest event reported) MedAmerica Properties Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-09043 (Commission File Numbe

BARA / Banyan Rail Services Inc. 10-Q Quarterly Report FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

BARA / Banyan Rail Services Inc. DEF 14C FORM DEF 14C

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.

BARA / Banyan Rail Services Inc. FORM 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2018 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 1-09043 MedAmeric

BARA / Banyan Rail Services Inc. FORM PRE 14C

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.

BARA / Banyan Rail Services Inc. FORM 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2018 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 1-09043 MedAmeric

BARA / Banyan Rail Services Inc. FORM NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-09043 CUSIP NUMBER 58404M101 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2018 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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: January 30, 2019 (Date of earliest event reported) MedAmerica Properties Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-09043 (Commission File N

MAMP / MedAmerica Properties Inc. / WELLS FARGO & COMPANY/MN Passive Investment

SC 13G/A 1 wfmedamerica-58404m101x.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) MEDAMERICA PROPERTIES INC (Name of Issuer) Common (Title of Class of Securities) 58404M101 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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: November 27, 2018 (Date of earliest event reported) MedAmerica Properties Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-09043 (Commission File

Form of Indemnification Agreement dated November 27, 2018 between the Company and each of the Company’s officers and directors

Exhibit 10.1 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (the “Agreement”) is entered into as of November 27, 2018 by and between MedAmerica Properties Inc., a Delaware corporation (the “Company”), and [Officer/Director] (the “Indemnitee”) and replaces any and all Indemnification Agreements previously entered into between the parties. WHEREAS, competent and experienced persons