Initial Registration Statement for Employee Benefit Plan - Form S-8

S-8

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 registrant as specified in its charter)

Delaware		36-3361229
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11911 Freedom Drive, Suite 450 Reston, Virginia		20190
(Address of principal executive offices)		(Zip code)

Broad Street Realty, Inc. Second Amended and Restated 2020 Equity Incentive Plan

(Full title of the plan)

Michael Z. Jacoby

Chief Executive Officer

11911 Freedom Drive, Suite 450

Reston, Virginia

(Name and address of agent for service)

301-828-1200

(Telephone number, including area code, of agent for service)

Copies to:

David P. Slotkin

Andrew P. Campbell

Morrison & Foerster LLP

2100 L Street, NW, Suite 900

Washington, D.C. 20037

(202) 887-1500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of ''large accelerated filer,'' ''accelerated filer,'' ''smaller reporting company,'' and ''emerging growth company'' in Rule 12b-2 of the Exchange Act.

Large accelerated filer 	Accelerated filer 
Non-accelerated filer 	Smaller reporting company 
	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 7(a)(2)(B) of the Securities Act. 

EXPLANATORY NOTE

This Registration Statement is filed by Broad Street Realty, Inc. (the "Company") for the purpose of registering additional shares of the Company's common stock, $0.01 par value per share ("Common Stock"), under the Broad Street Realty, Inc. Second Amended and Restated 2020 Equity Incentive Plan (the "Amended Plan"). On April 9, 2024, the Board of Directors of the Company approved the Amended Plan, which amends and restates the Broad Street Realty, Inc. Amended and Restated 2020 Equity Incentive Plan adopted on September 15, 2021 (the "Plan") in its entirety. The Amended Plan increased the number of shares of Common Stock available for issuance under the Plan by 1,400,000. This Registration Statement registers the 1,400,000 additional shares of Common Stock available for issuance under the Amended Plan.

The 1,400,000 additional shares of Common Stock available for issuance under the Amended Plan registered pursuant to this Registration Statement are the same class as those registered on the Registration Statements on Form S-8 on May 17, 2021 (File No. 333-256206) and on October 7, 2021 (File No. 333-260103) (the "Prior Registration Statements"), which are currently effective. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements, including any amendments thereto or filings incorporated therein, are incorporated herein by reference, except as modified, supplemented or superseded herein. References in the Prior Registration Statements to the Company's "restated certificate of incorporation" are hereby amended for purposes of this Registration Statement to be references to the Company's "amended and restated certificate of incorporation."

Item 8.Exhibits.

Exhibit No.		Description
4.1		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)
4.2		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 October 24, 2023)
5.1*		Opinion of Morrison & Foerster LLP
10.1		Broad Street Realty, Inc. Second 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)
10.2		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)
10.3		Form of Restricted Stock Agreement for Directors (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K for the year ended December 31, 2020, filed on April 15, 2021)
10.4		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)
23.1*		Consent of BDO USA, P.C. Independent Registered Public Accounting Firm
23.2*		Consent of Cherry Bekaert LLP, Independent Registered Public Accounting Firm
23.3*		Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
24.1*		Power of Attorney (included in signature page of this registration statement)
107*		Calculation of Registration Fee Table

________________________

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Reston, State of Virginia on April 17, 2024.

	BROAD STREET REALTY, INC.
	By:	/s/ Michael Z. Jacoby
		Michael Z. Jacoby
		Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed on the dates stated by the following persons in their capacities with Broad Street Realty, Inc. Each person whose signature appears below hereby constitutes and appoints Michael Z. Jacoby and Alexander Topchy, and each of them severally, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including any post-effective amendments to this registration statement and any amendment pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

/s/ Michael Z. Jacoby
Michael Z. Jacoby		Chief Executive Officer (principal executive officer)		April 17, 2024
/s/ Alexander Topchy
Alexander Topchy		Chief Financial Officer and Secretary (principal financial officer and principal accounting officer)		April 17, 2024
/s/ Jeffrey H. Foster
Jeffrey H. Foster		Director		April 17, 2024
/s/ Daniel J.W. Neal
Daniel J.W. Neal		Director		April 17, 2024
/s/ Noah Shore
Noah Shore		Director		April 17, 2024
/s/ Samuel M. Spiritos
Samuel M. Spiritos		Director		April 17, 2024
/s/ Jeffery C. Walraven
Jeffery C. Walraven		Director		April 17, 2024
/s/ Thomas M. Yockey
Thomas M. Yockey		Director		April 17, 2024

Public link

Please use the above public link if you want to share this noodl on another website.