Gyrodyne, LLC Files Amendment No. 2 to S-1 Registration Statement

TL;DR

<b>Gyrodyne, LLC has filed an amendment to its S-1 registration statement, indicating ongoing preparations for a public offering.</b>

AI Summary

Gyrodyne, LLC (GYRO) filed a Amended IPO Registration (S-1/A) with the SEC on January 26, 2024. Gyrodyne, LLC filed an S-1/A (Amendment No. 2) with the SEC on January 26, 2024. The company's principal executive offices are located at One Flowerfield, Suite 24, Saint James, New York. The IRS Employer Identification Number for Gyrodyne, LLC is 46-3838291. The company is incorporated in New York and its fiscal year ends on December 31. Gary Fitlin is listed as President and Chief Executive Officer.

Why It Matters

For investors and stakeholders tracking Gyrodyne, LLC, this filing contains several important signals. This filing is a procedural step in the process of Gyrodyne, LLC becoming a publicly traded company, signaling their intent to raise capital through an IPO. The amendment provides updated information to the SEC, which is crucial for potential investors to assess the company's financial health and business prospects before its shares are offered to the public.

Risk Assessment

Risk Level: low — Gyrodyne, LLC shows low risk based on this filing. The filing is an S-1/A, which is a routine amendment to a registration statement and does not contain significant new financial or operational data that would alter the risk profile.

Analyst Insight

Monitor future filings for the effectiveness of the registration statement and the pricing of the initial public offering.

Key Numbers

• 333-276312 — SEC File Number (Registration Statement)
• 46-3838291 — IRS Employer Identification Number (Company Tax ID)
• 1231 — Fiscal Year End (Company Financial Reporting)
• 631-584-5400 — Business Phone Number (Company Contact)

Key Players & Entities

• Gyrodyne, LLC (company) — Registrant
• Gary Fitlin (person) — President and Chief Executive Officer
• New York (location) — State of Incorporation
• Saint James (location) — City of Principal Executive Offices
• Alon Y. Kapen (person) — Agent for Service
• Farrell Fritz, P.C. (company) — Legal Counsel

Forward-Looking Statements

• Gyrodyne, LLC will complete its public offering within the next 6-12 months. (Gyrodyne, LLC) — medium confidence, target: 2025-01-26

FAQ

Industry Context

Gyrodyne, LLC operates in the real estate sector, specifically as an operator of nonresidential buildings. This S-1 filing is part of the process for the company to go public.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public in the United States.

What Investors Should Do

1. Review the full S-1/A filing for detailed business descriptions and financial information.
2. Track the SEC's review process and any further amendments to the registration statement.
3. Monitor for the effective date of the registration statement and the subsequent IPO pricing.

Key Dates

• 2024-01-26T00:00:00.000Z: Filing Date — Amendment No. 2 to S-1 Registration Statement filed

Year-Over-Year Comparison

This is Amendment No. 2 to the S-1 registration statement, indicating previous filings and ongoing updates to the registration process.

Key Financial Figures

• $8.00 — THE EXERCISE OF SUBSCRIPTION RIGHTS AT $8.00 PER SHARE Gyrodyne, LLC (the "Company
• $5,000,000 — to receive aggregate gross proceeds of $5,000,000. You will not be entitled to receive an
• $9.98 — r common shares on January 19, 2024 was $9.98 per share. The common shares are being
• $1.58 million — result in a reduction of approximately $1.58 million in net assets in liquidation. There can

Filing Documents

• gyrllc20240125_s1a.htm (S-1/A) — 770KB
• ex_619647.htm (EX-4.4) — 2KB
• ex_619648.htm (EX-5.1) — 6KB
• ex_619649.htm (EX-23.1) — 3KB
• ex_619650.htm (EX-99.1) — 44KB
• ex_619651.htm (EX-99.2) — 18KB
• ex_619652.htm (EX-99.3) — 21KB
• ex_619653.htm (EX-99.4) — 17KB
• ex_619654.htm (EX-99.5) — 26KB
• ex_619655.htm (EX-99.6) — 15KB
• ex_619656.htm (EX-99.7) — 6KB
• ex_619657.htm (EX-99.8) — 26KB
• ex_619658.htm (EX-FILING FEES) — 23KB
• c01.jpg (GRAPHIC) — 457KB
• c02.jpg (GRAPHIC) — 425KB
• ex_619648img001.jpg (GRAPHIC) — 3KB
• 0001437749-24-002242.txt (&nbsp;) — 2196KB

USE OF PROCEEDS

USE OF PROCEEDS 21 CAPITALIZATION 22

DILUTION

DILUTION 23 STOCK MARKET AND DIVIDEND INFORMATION 24 THE RIGHTS OFFERING 24 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES 34

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 37 PLAN OF DISTRIBUTION 39

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 40

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 41 WHERE YOU CAN FIND ADDITIONAL INFORMATION 42 LEGAL MATTERS 43 EXPERTS 43 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 43 (i) ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the "SEC"). The exhibits to the registration statement contain the full text of certain contracts and other important documents we have summarized in this prospectus. Since these summaries may not contain all the information that you may find important in deciding whether to purchase our securities, you should review the full text of these documents. The registration statement and the exhibits can be obtained from the SEC as indicated under the sections entitled "Where You Can Find Additional Information" and "Incorporation by Reference." You should read this prospectus, the documents incorporated by reference into this prospectus, and any prospectus supplement or free writing prospectus that we may authorize for use in connection with this offering in their entirety before making an investment decision. Until [DATE] (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. You should rely only on the information contained in this prospectus and any free writing prospectus we may authorize to be delivered to you. We have not authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus and any related free writing prospectus. If anyone provides you with additional, different or inconsistent information, you should not rely on it. We take no responsibility for, and can provid

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