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 18, 2022

ONE LIBERTY PROPERTIES INC

(Exact name of Registrant as specified in charter)

Maryland	001-09279	13-3147497
(State or other  jurisdiction of  incorporation)	(Commission file No.)	(IRS Employer I.D. No.)

60 Cutter Mill Road, Suite 303, Great Neck, New York	11021
(Address of principal executive offices)	(Zip code)

516-466-3100

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 (see General Instruction A.2. below):

☐
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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	OLP	New York Stock Exchange

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 (§240.12b2 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 standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.02 Termination of a Material Definitive Agreement

We, B. Riley Securities, Inc. (“Riley”) and D.A. Davidson & Co. (“Davidson”) entered into a letter agreement pursuant to which the parties agreed that effective as of March 18, 2022 (the “Effective Date”), Davidson would no longer act as sales agent under the Amended and Restated Equity Offering Sales Agreement dated August 19, 2020 (the “Sales Agreement”).  Prior to the Effective Date, Davidson had acted as sales agent for an at-the-market offering of our shares of common stock.  The Sales Agreement continues in full force and effect with respect to us and Riley with Riley acting as the sole sales agent thereunder.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.	Description of Document
1.1	Letter agreement dated March 18, 2022 by and among us, Riley and Davidson.
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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.

	ONE LIBERTY PROPERTIES, INC.
Date:   March 18, 2022	By:	/s/ David W. Kalish
	David W. Kalish
	Senior Vice President and Chief
	Financial Officer

EX-1.1

Exhibit 1.1

March 18, 2022

D.A. Davidson & Co.

8 Third Street North

Great Falls, MT 59401

Attention: Equity Syndicate Department

Fax No.: (406) 791-7357

B. Riley Securities, Inc.

299 Park Avenue, 21st Floor

New York, NY 10171

Attention: General Counsel

Fax No.: (212) 457-9947

Re:  Amended and Restated Equity Offering Sales Agreement dated August  19,

2020 (the “Agreement”) between One Liberty Properties, Inc. and D.A. Davidson

& Co. (“Davidson”) and B. Riley Securities, Inc. (“Riley”)

Ladies and Gentlemen:

The parties hereto agree that Davidson is, as of 5:00 pm EDT on the date hereof (the “Effective Time”), no longer acting as an Agent and its rights and obligations under this Agreement have terminated, other than those arising prior to the Effective Time, and other than its rights and obligations with respect to Sections 1, 5, 7 and 8, which shall remain in full force and effect notwithstanding such termination.  Notwithstanding the foregoing, the Agreement continues in full force and effect with respect to the other parties thereto.  Capitalized terms used without being defined herein shall have the meaning ascribed to such terms by the Agreement.

Sincerely,

One Liberty Properties, Inc.

By:
	David W. Kalish, Chief Financial
	Office and Senior Vice President

	D.A. Davidson & Co.		B. Riley Securities, Inc.
By:
	Name:	By:	Name:
	Title:		Title:

DWK/sc

(22/olp/olp atm/Davidson B Riley termination)

cc: D.A. Davidson & CoB. Riley Securities, Inc.Patrick J. Callan, Jr.

XML

Document and Entity Information	Mar. 18, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 18, 2022
Entity Registrant Name	ONE LIBERTY PROPERTIES INC
Entity Incorporation, State or Country Code	MD
Entity File Number	001-09279
Entity Tax Identification Number	13-3147497
Entity Address, Address Line One	60 Cutter Mill Road
Entity Address, Address Line Two	Suite 303
Entity Address, City or Town	Great Neck
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11021
City Area Code	516
Local Phone Number	466-3100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000712770
Title of 12(b) Security	Common Stock
Trading Symbol	OLP
Security Exchange Name	NYSE