8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 18, 2019 (November 18, 2019)

GLOBAL SELF STORAGE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	001-12681	13-3926714
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

11 Hanover Square, 12^th Floor

New York, NY 10005

(Address of principal executive offices) (Zip Code)

(212) 785-0900

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

◻Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

◻Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

◻Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

◻Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

Emerging growth company ◻  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Item 8.01    Other Events. 

On November 18, 2019, Global Self Storage, Inc. (the “Company”) announced it will commence the previously announced rights offering (the “rights offering”) to eligible stockholders of the Company for the purchase of up to approximately $11.6 million of newly issued shares of the Company’s common stock, par value $0.01 per share (“common stock”).

Pursuant to the rights offering, each stockholder of the Company will receive one non-transferable subscription right (“right”) for each share of common stock held as of 5:00 p.m., Eastern Time, on November 18, 2019 (the “record date”).  Every 2.7792382542 rights entitle the holder to purchase one share of common stock, at the subscription price of $4.18 per whole share of common stock (the “basic subscription right”).  Rights holders who fully exercise their basic subscription rights will be entitled to subscribe for additional shares of common stock that remain unsubscribed as a result of any unexercised basic subscription rights.  The rights offering expires at 5:00 p.m., Eastern Time, on December 13, 2019, unless extended or earlier terminated by the Company.

The rights offering is being made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-227879) (the "Registration Statement") that was previously filed with the Securities and Exchange Commission (the “SEC”) and became effective on December 7, 2018.  The rights offering will be made only by means of the prospectus supplement (the “prospectus supplement”) and the accompanying prospectus, which will be filed with the SEC and copies of which will be mailed to all eligible record date stockholders and can be accessed through the SEC’s website at www.sec.gov.  A copy of the prospectus supplement and the accompanying prospectus may also be obtained from the information agent, Georgeson LLC, toll free at (800) 213-0473, or by mail at 1290 Avenue of the Americas, 9th Floor, New York, NY 10104.  Additional information regarding the rights offering will be set forth in the prospectus supplement and the accompanying prospectus filed with the SEC.

On November 18, 2019, the Company issued a press release in connection with the rights offering.  A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.  Also, in connection with the rights offering, the Company is filing certain ancillary documents as Exhibits 4.1 and 99.2 to this Current Report on Form 8-K and which are incorporated herein by reference.  The foregoing descriptions of Exhibits 4.1, 99.1, and 99.2 do not purport to be complete and each are qualified in their entirety by reference to the full text of such exhibits.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any offer, solicitation or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such state or jurisdiction.

The Company believes that certain statements herein and in the exhibits hereto may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements are made on the basis of management’s views and assumptions regarding future events and business performance as of the time the statements are made.  Actual results may differ materially from those expressed or implied.  Information concerning factors that could cause actual results to differ materially from those in forward-looking statements is contained from time to time in the Company’s filings with the SEC.

Item 9.01    Financial Statements and Exhibits.

(a)           Not applicable.

(b)           Not applicable.

(c)           Not applicable.

(d)           Exhibits.

Exhibit No.	Description
4.1	Form of Subscription Rights Certificate.
99.1	Global Self Storage, Inc. Press Release, dated November 18, 2019.
99.2	Global Self Storage, Inc. Letter to Rights Holders, dated November 18, 2019.

* * *

SIGNATURE

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

GLOBAL SELF STORAGE, INC.
By:	/s/ Mark C. Winmill
Name:	Mark C. Winmill
Title:	President

Date: November 18, 2019

EXHIBIT INDEX

Exhibit No.	Description
4.1	Form of Subscription Rights Certificate.
99.1	Global Self Storage, Inc. Press Release, dated November 18, 2019.
99.2	Global Self Storage, Inc. Letter to Rights Holders, dated November 18, 2019.

EX-4.1

EX-99.1

Global Self Storage Announces Commencement of Rights Offering

New York, NY – November 18, 2019 – Global Self Storage, Inc. (NASDAQ:SELF) (“Global Self Storage” or the “Company”) announced today it will commence the previously announced rights offering (the “rights offering”) to eligible stockholders of the Company for the purchase of up to approximately $11.6 million of newly issued shares of the Company’s common stock (“common stock”).

Pursuant to the rights offering, each stockholder of the Company will receive one non-transferable subscription right (“right”) for each share of common stock held as of 5:00 p.m., Eastern Time, on November 18, 2019 (the “record date”).  Every 2.7792382542 rights entitle the holder to purchase one share of common stock, at the subscription price of $4.18 per whole share of common stock (the “basic subscription right”).  Rights holders who fully exercise their basic subscription rights will be entitled to subscribe for additional shares of common stock that remain unsubscribed as a result of any unexercised basic subscription rights.  The rights offering expires at 5:00 p.m., Eastern Time, on December 13, 2019, unless extended or earlier terminated by the Company.

The rights offering is being made pursuant to the Company’s Registration Statement on Form S‑3 (File No. 333-227879) (the "Registration Statement") that was previously filed with the Securities and Exchange Commission (the “SEC”) and became effective on December 7, 2018.  The rights offering will be made only by means of the prospectus supplement (the “prospectus supplement”) and the accompanying prospectus, which will be filed with the SEC and copies of which will be mailed to all eligible record date stockholders and can be accessed through the SEC’s website at www.sec.gov.  A copy of the prospectus supplement and the accompanying prospectus may also be obtained from the information agent, Georgeson LLC, toll free at (800) 213-0473, or by mail at 1290 Avenue of the Americas, 9th Floor, New York, NY 10104.  Additional information regarding the rights offering will be set forth in the prospectus supplement and the accompanying prospectus filed with the SEC.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any securities of the Company in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Global Self Storage

Global Self Storage is a self-administered and self-managed REIT that owns, operates, manages, acquires, develops and redevelops self-storage properties. The Company’s self-storage properties are designed to offer affordable, easily accessible and secure storage space for residential and commercial customers. Through its wholly owned subsidiaries, the Company owns and/or manages 12 self-storage properties in Connecticut, Illinois, Indiana, New York, Ohio, Pennsylvania, South Carolina, and Oklahoma.

For more information, go to ir.globalselfstorage.us or visit the company’s customer site at www.globalselfstorage.us. You can also follow Global Self Storage on Twitter, LinkedInand Facebook.

Cautionary Note Regarding Forward Looking Statements

Certain information presented in this press release may contain “forward-looking statements” within the meaning of the federal securities laws including, but not limited to, the Private Securities Litigation Reform Act of 1995.  Forward looking statements include statements concerning the Company’s plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions, and other information that is not historical information.  In some cases, forward looking statements can be identified by terminology such as “believes,” “plans,” “intends,” “expects,” “estimates,” “may,” “will,” “should,” “anticipates,” or the negative of such terms or other comparable terminology, or by discussions of strategy.  All forward-looking statements by the Company involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company, which may cause the Company’s actual results to be materially different from those expressed or implied by such statements.  The Company may also make additional forward looking statements from time to time.  All such subsequent forward-looking statements, whether written or oral, by the Company or on its behalf, are also expressly qualified by these cautionary statements.  Investors should carefully consider the risks, uncertainties, and other factors, together with all of the other information included in the Company’s filings with the Securities and Exchange Commission, and similar information.  All forward-looking statements, including without limitation, the Company’s examination of historical operating trends and estimates of future earnings, are based upon the Company’s current expectations and various assumptions.  The Company’s expectations, beliefs and projections are expressed in good faith, but there can be no assurance that the Company’s expectations, beliefs and projections will result or be achieved.  All forward looking statements apply only as of the date made.  The Company undertakes no obligation to publicly update or revise forward looking statements which may be made to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.

Contacts:

Global Self Storage

Mark C. Winmill, President and CEO

1 (212) 785-0900, ext. 201

mwinmill@globalselfstorage.us

Georgeson LLC

Christopher M. Hayden, Senior Managing Director

1 (212) 440 9850

chayden@georgeson.com

EX-99.2

Subscription Rights to Purchase Up to 2,780,980 Shares of

Common Stock at $4.18 per Share

November 18, 2019

Dear Stockholder:

This notice is being distributed by Global Self Storage, Inc. (the “Company”) to all holders of the Company’s common stock, par value $0.01 per share (the “Common Stock”), as of 5:00 p.m., Eastern Time, on November 18, 2019 (the “Record Date”), in connection with the distribution in a rights offering (the “Rights Offering”), of non-transferable subscription rights (the “Rights”) to subscribe for and purchase shares of Common Stock at a subscription price of $4.18 per share (the “Subscription Price”). The Rights are described in the accompanying base prospectus and prospectus supplement, dated November 18, 2019 (the “Prospectus”).

In the Rights Offering, up to an aggregate of 2,780,980 shares of Common Stock are being offered pursuant to the Prospectus. The Rights will expire if they are not exercised by 5:00 p.m., Eastern Time, on December 13, 2019 (the “Expiration Date”), unless the Company extends or earlier terminates the Rights Offering.

As described in the Prospectus, each record holder will receive one Right for each share of Common Stock owned of record as of 5:00 p.m., Eastern Time, on the Record Date. Every 2.7792382542 Rights gives the holder thereof the right to purchase from the Company one share of Common Stock (the “Basic Subscription Right”) at the Subscription Price of $4.18 per share. The Company will not issue fractional shares or cash in lieu of fractional shares in the Rights Offering. Instead, fractional shares resulting from the exercise of Basic Subscription Rights will be rounded up to the nearest number of Subscription Rights evenly divisible by 2.7792382542. As an example, if you owned 1,000 shares of Common Stock, you would receive 1,000 Rights that would entitle you to purchase 360 shares of Common Stock for a total payment of $1,504.80.

In addition, holders of Rights who purchase all of the shares of Common Stock available to them pursuant to their Basic Subscription Right may also choose to subscribe (the “Over-Subscription Privilege”), at the same Subscription Price of $4.18 per share, for a portion of any shares of Common Stock that other holders of Rights do not purchase through the exercise of their Basic Subscription Rights (the “Over-Subscription Request”). Subject to stock ownership limitations, if sufficient shares of our common stock are available, we will seek to honor your Over-Subscription Request in full.  If Over-Subscription Requests exceed the available number of shares, however, we will allocate the available shares of our common stock pro-rata among the record holders exercising the Over-Subscription Privilege in proportion to the number of shares of our common stock each of those record holders owned on the Record Date, relative to the number of shares of our common stock owned on the Record Date by all record holders exercising the Over-Subscription Privilege.  If this pro-rata allocation results in any record holders receiving a greater number of shares of our common stock than the record holder subscribed for pursuant to the exercise of the Over-Subscription Privilege, then such record holder will be allocated only that number of shares of our common stock for which the record holder oversubscribed, and the remaining shares of our common stock will be allocated among all other record holders exercising the Over-Subscription Privilege on the same pro rata basis described above.  The proration process will be repeated until all available shares of our common stock have been allocated.

Your prompt action is requested if you intend to participate in the Rights Offering. As described in the Prospectus, to participate in the Rights Offering, you should instruct your broker, dealer, bank or other nominee to exercise your Subscription Rights on your behalf.  Please follow the instructions of your nominee, who may require that you meet a deadline earlier than 5:00 p.m., Eastern Time, on the Expiration Date.

Enclosed is a copy of the Prospectus.  Additional copies of the Prospectus may be obtained from the Company’s information agent, Georgeson LLC, toll free at (800) 213-0473, or by mail at 1290 Avenue of the Americas, 9th Floor, New York, NY 10104.

Very truly yours,

/s/ Mark C. Winmill

Mark C. Winmill

President and Chief Executive Officer