**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K****/A** 

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|--------|------------------------------------------------------------------------------------------|
|   |                                                                                     |
| x      | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |

**For the fiscal year ended December 31, 201****7**

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|--------|----------------------------------------------------------------------------------------------|
|   |                                                                                         |
| o      | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |

**For the transition period from             to            **

**Commission File Number:****001****-****38010**

**CLIPPER REALTY****INC.**

**(Exact name of Registrant as specified in its charter)**  

|                                                               |   |                                     |
|--------------------------------------------------------------------|--------|------------------------------------------|
|                                                               |   |                                     |
| **Maryland**                                                       |   | **47-4579660**                           |
| **(State or other jurisdiction of incorporation or organization)** |   | **(I.R.S. Employer Identification No.)** |

 

**4611 12****th****Avenue, Suite 1L**

**Brooklyn, New York 11219**

**(Address of principal executive offices) (Zip Code)**

**(718)****43****8-2804**

**(Registrant's telephone number, including area code)**

|                                                            |   |                                          |
|-----------------------------------------------------------------|--------|-----------------------------------------------|
|                                                            |   |                                          |
| **Securities registered pursuant to Section 12(b) of the Act:** |   |                                          |
| **Title of Each Class**                                         |   | **Name of Each Exchange on Which Registered** |
| Common Stock, par value $0.01 per share                         |   | New York Stock Exchange                       |

 

| **Securities registered pursuant to Section 12(g) of the Act:** |
|-----------------------------------------------------------------|
| None                                                            |

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   o    No x

 

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes   o    No x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x     No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x     No o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 

 

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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 definition 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  x             |
|------------------------------------------------------------------------------------------------|--------|-------------------------------------------------|
| Non-accelerated filer ** ** (Do not check if a smaller reporting company)  |   | Smaller reporting company   |
|                                                                                           |   | Emerging growth company x                       |

 

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. o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o  No  x

 

The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant's most recently completed second fiscal quarter, based on the June 30, 2017, closing price of our Class A common stock on the New York Stock Exchange – $182,284,209

 

As of April 26, 2018, there were 17,812,755 shares of the Registrants' Common Stock outstanding.

 

 

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**DOCUMENTS INCORPORATED BY REFERENCE**

 

None.** **

 

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**EXPLANATORY NOTE**

 

This Amendment No. 1 to the Annual Report on Form 10-K (this “Form 10-K/A”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2017, originally filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2018 (the “Original Filing”), by Clipper Realty Inc. (the “Company”), to include certain unaudited supplementary quarterly financial data that was previously omitted from the Original Filing.

 

Except as described above, this Form 10-K/A does not revise, amend, update or in any way affect any information or disclosures contained in the Original Filing, and we have not updated the disclosures contained herein to reflect events that occurred at a later date.

 

Pursuant to the rules of the SEC, the Company has included currently dated certifications from its principal executive officer and principal financial officer, as required by Sections 302 and 906 of the Sarbanes—Oxley Act of 2002.

 

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**TABLE OF CONTENTS**

 

|                                                     |   |
|----------------------------------------------------------|--------|
| **PART II**                                              |   |
| Item 8. Financial Statements and Supplementary Data | 5      |
|                                                     |   |
| Signatures                                               | 6      |
|                                                     |   |
| Exhibits                                                 | 7      |
|                                                     |   |

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** **

**PART I****I**

 

**Item 8. Financial Statements and Supplementary Data**

 

**UNAUDITED SUPPLEMENTAL QUARTERLY FINANCIAL DATA (in thousands, except per share data)**

 

| **2017**                                     |   | ******First****** |   |   | ******Second****** |   |   | ******Third****** |   |   | ******Fourth****** |   |
|----------------------------------------------|--------|-------------------|--------|--------|--------------------|--------|--------|-------------------|--------|--------|--------------------|--------|
| Revenues                                     |   | $                 | 25,263 |   |               | $      | 25,358 |              |   | $      | 26,008             |   |   | $ | 27,323 |   |
| Income from operations                       |   | $                 | 7,354  |   |               | $      | 7,320  |              |   | $      | 7,356              |   |   | $ | 7,474 |   |
| Net loss                                     |   | $                 | (1,298 | )      |               | $      | (1,611 | )                 |   | $      | (1,569             | )      |   | $ | (1,523 | ) |
| Net loss attributable to common shareholders |   | $                 | (469   | )      |               | $      | (650   | )                 |   | $      | (631               | )      |   | $ | (615 | ) |
| Basic and diluted net loss per share         |   | $                 | (0.03  | )      |               | $      | (0.04  | )                 |   | $      | (0.04              | )      |   | $ | (0.04 | ) |

 

 

| **201****6**                                 |   | ****First**** |   |   | ****Second**** |   |   | ****Third**** |   |   | ****Fourth**** |   |
|----------------------------------------------|--------|---------------|--------|--------|----------------|--------|--------|---------------|--------|--------|----------------|--------|
| Revenues                                     |   | $             | 21,726 |   |           | $      | 22,205 |          |   | $      | 24,836         |   |   | $ | 24,238 |   |
| Income from operations                       |   | $             | 6,005  |   |           | $      | 6,135  |          |   | $      | 7,349          |   |   | $ | 6,308 |   |
| Net loss                                     |   | $             | (3,206 | )      |           | $      | (3,517 | )             |   | $      | (2,537         | )      |   | $ | (3,079 | ) |
| Net loss attributable to common shareholders |   | $             | (973   | )      |           | $      | (1,069 | )             |   | $      | (772           | )      |   | $ | (940 | ) |
| Basic and diluted net loss per share         |   | $             | (0.09  | )      |           | $      | (0.10  | )             |   | $      | (0.07          | )      |   | $ | (0.09 | ) |

 

 

The sum of the individual quarterly net loss per common share amounts may not agree with year-to-date net loss per common share because each period’s computation is based on the weighted average number of shares outstanding during that period.

 

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**SIGNATURES**

 

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

 

|                | **Clipper realty inc.**  |
|---------------------|-------------------------------|
|                |                          |   |
| April 26, 2018 | By:                           | /s/ David Bistricer |
|                |                          | David Bistricer |
|                |                          | *Co-Chairman and Chief Executive Officer*  |

                                        ** **

 

Pursuant to the requirements of the Securities Exchange of 1934, as amended, this Annual Report on Form 10-K/A has been signed by the following persons in the capacities and on the dates indicated.

 

| **Name**            |   | **Title**                                                         |   | **Date**       |
|--------------------------|--------|------------------------------------------------------------------------|--------|---------------------|
|                     |   |                                                                   |   |                |
| /s/ David Bistricer      |   | Co-Chairman of the Board and                                           |   | April 26, 2018 |
| David Bistricer          |   | Chief Executive Officer                                                |   |                |
|                     |   | *(Principal Executive Officer)*                                   |   |                |
|                     |   |                                                                   |   |                |
| *                        |   | Chief Financial Officer                                                |   | April 26, 2018      |
| Lawrence E. Kreider, Jr. |   | *(Principal Financial Officer and Principal Accounting Officer)*  |   |                |
|                     |   |                                                                   |   |                |
| /s/ Sam Levinson         |   | Co-Chairman of the Board                                               |   | April 26, 2018      |
| Sam Levinson             |   |                                                                   |   |                |
|                     |   |                                                                   |   |                |
| *                        |   | Director                                                               |   | April 26, 2018      |
| Howard M. Lorber         |   |                                                                   |   |                |
|                     |   |                                                                   |   |                |
| *                   |   | Director                                                               |   | April 26, 2018      |
| Robert J. Ivanhoe        |   |                                                                   |   |                |
|                     |   |                                                                   |   |                |
| *                   |   | Director                                                               |   | April 26, 2018      |
| Roberto A. Verrone       |   |                                                                   |   |                |
|                     |   |                                                                   |   |                |
| *                        |   | Director                                                               |   | April 26, 2018      |
| Richard Burger           |   |                                                                   |   |                |
|                     |   |                                                                   |   |                |
| *                   |   | Director                                                               |   | April 26, 2018      |
| Harmon Spolan            |   |                                                                   |   |                |

 

 

|   |                                  |   |   |   |   |   |
|--------|---------------------------------------|--------|--------|--------|--------|--------|
|   |                                  |   |   |   |   |   |
| *      | /s/ David Bistricer                   |   |   |   |   |
|   | David Bistricer, by Power of Attorney |   |   |   |   |
|   |                                  |   |   |   |   |
|   | /s/ Sam Levinson                      |   |   |   |   |
|   | Sam Levinson, by Power of Attorney    |   |   |   |   |
|   |                                  |   |   |   |   |   |

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**Exhibit Index**

 

| **Exhibit			Number** | **Description**                                                                                                                                   |
|----------------------|---------------------------------------------------------------------------------------------------------------------------------------------------|
| 24.1                 | Power of Attorney (incorporated by reference to the signature page to the Company’s Annual Report on Form 10-K filed March 14, 2018)        |
|                 |                                                                                                                                              |
| 31.1*                | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer                                                                             |
|                 |                                                                                                                                              |
| 31.2*                | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer                                                                             |
|                 |                                                                                                                                              |
| 32.1*                | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|                 |                                                                                                                                              |
| 32.2*                | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |

 

* Filed herewith

 

 

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