S-3 1 ny20079560x1_s3.htm S-3

AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ON AUGUST 13, 2026

REGISTRATION NO. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ONE LIBERTY PROPERTIES, INC.

(Exact name of registrant as specified in its charter)


MARYLAND			13-3147497
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

60 Cutter Mill Road

Great Neck, New York 11021

(516) 466-3100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

S. Asher Gaffney, Esq.

Vice President, Counsel and Corporate Secretary

One Liberty Properties, Inc.

60 Cutter Mill Road

Great Neck, New York 11021

(516) 466-3100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Jeffrey A. Baumel, Esq.

Brian Lee, Esq.

Dentons US LLP

1221 Avenue of the Americas

New York, New York 10020

(212) 768-6700

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon the filing with the Commissions pursuant to Rule 462(e) under the Securities Act check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether 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 Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.


ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			2
WHO WE ARE			3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			4
RISK FACTORS			5
USE OF PROCEEDS			7
DESCRIPTION OF CAPITAL STOCK			8
DESCRIPTION OF WARRANTS			10
DESCRIPTION OF SUBSCRIPTION RIGHTS			11
PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS			12
FEDERAL INCOME TAX CONSIDERATIONS			16
STATE AND LOCAL TAXES			35
IMPORTANCE OF OBTAINING PROFESSIONAL TAX ADVICE			35
PLAN OF DISTRIBUTION			36
LEGAL MATTERS			38
EXPERTS			39


SEC Registration Fee			$34,525
Accounting Fees			*
Legal Fees and Disbursements			*
Printing Fees			*
Miscellaneous			*
Total:			$*


Exhibit No.			Description of Exhibit
1.1			Form of Underwriting Agreement for common stock, preferred stock, warrants or subscription rights.**
3.1			Articles of Amendment and Restatement of One Liberty Properties, Inc. (incorporated by reference to Exhibit 3.1 to our Annual Report on Form 10-K for the year ended December 31, 2020).
3.2			Amended and Restated By-Laws of One Liberty Properties, Inc. effective as of December 7, 2022 (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on December 12, 2022).
4.1			Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to One Liberty Properties, Inc.’s Registration Statement on Form S-2, Registration No. 333-86850, filed on April 24, 2002 and declared effective on May 24, 2002).
4.2			Articles Supplementary with respect to any preferred stock to be issued hereunder.**
4.3			Form of preferred stock certificate.**
4.4			Form of warrant agreement.**
4.5			Form of warrant certificate.**
4.6			Form of subscription rights agreement.**
4.7			Form of subscription rights certificate.**
5.1			Opinion of Dentons US LLP.*
8.1			Tax Opinion of Dentons US LLP.*
23.1			Consent of Dentons US LLP (included in its opinions filed as Exhibits 5.1 and 8.1).*
23.2			Consent of Ernst & Young LLP, independent registered public accountants.*
24.1			Powers of Attorney (included on the signature page of this Registration Statement).*
107			Filing Fee Table


			ONE LIBERTY PROPERTIES, INC.

			By:			/s/ Patrick J. Callan, Jr.
						Patrick J. Callan, Jr.
						President and Chief Executive Officer


Signature			Title

/s/ Matthew J. Gould			Chairman of the Board of Directors
Matthew J. Gould			Chairman of the Board of Directors

/s/ Fredric H. Gould			Vice Chairman of the Board of Directors
Fredric H. Gould			Vice Chairman of the Board of Directors

/s/ Patrick J. Callan, Jr.			President, Chief Executive Officer and Director
Patrick J. Callan, Jr.			President, Chief Executive Officer and Director

			Director
Charles Biederman			Director

/s/ Edward Gellert			Director
Edward Gellert			Director

/s/ Jeffrey A. Gould			Director
Jeffrey A. Gould			Director


Signature			Title

/s/ J. Robert Lovejoy			Director
J. Robert Lovejoy			Director

/s/ Leor Siri			Director
Leor Siri			Director

/s/ Karen A. Till			Director
Karen A. Till			Director

/s/ Isaac Kalish			Senior Vice President and Chief Financial Officer (Principal Financial Officer)
Isaac Kalish

/s/ Mili Mathew			Vice President, Finance (Principal Accounting Officer)
Mili Mathew			Vice President, Finance (Principal Accounting Officer)