1-U

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-U

CURRENT REPORT

Pursuant to Regulation A of the Securities Act of 1933

Date of Report (Date of earliest event reported): October 7, 2020

IROQUOIS VALLEY FARMLAND REIT, PBC

(Exact name of issuer as specified in its charter)

Delaware	82-0921424
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

708 Church Street, Suite 234, Evanston, IL	60201
(Full mailing address of principal executive offices)	(ZIP Code)

(847) 859-6645

(Issuer’s telephone number, including area code)

Title of each class of securities issued pursuant to Regulation A: Common Stock

Other Events

2020 Stock Redemption Period

The board of directors (the “Board”) of Iroquois Valley Farmland REIT, PBC (the “Company”) authorized the Company to redeem shares of its common stock (the “2020 Redemption”). The 2020 Redemption is made pursuant to the Company’s Stock Redemption Program dated February 22, 2019 (“Stock Redemption Program”). A copy of the Stock Redemption Program is attached as Exhibit 3.1.

The 2020 Redemption is made under the following terms, in addition to the terms set forth in the Stock Redemption Program:

Term of 2020 Redemption: October 15, 2020 – November 15, 2020.

2020 Redemption Price: $595/share (namely the Company’s current common stock offering price).

Record Date: October 7, 2020.

Number of Shares to be Redeemed: Up to 3,954 (the “Redemption Cap”), equal to 5% of the shares of common stock of the Company outstanding as of the Record Date. If total shares offered for redemption in the 2020 Redemption exceed the Redemption Cap, the Company may redeem shares up to the Redemption Cap on a pro rata basis.

Eligible Shares: Any shares purchased more than five (5) years prior to the Record Date. Based on the Record Date, shares must have been purchased prior to October 7, 2015 to be eligible for the 2020 Redemption.

Minimum Redemption: Subject to the Redemption Cap, stockholders must redeem a minimum of twenty (20) shares of common stock to participate in the 2020 Redemption. If a stockholder owns less than twenty (20) shares, the stockholder may participate if the stockholder redeems all of the eligible shares then owned by the stockholder.

Timing of Payment: The Company intends to issue payments under the 2020 Redemption within approximately ten (10) business days after the termination of the 2020 Redemption term.

Any Registered Shareholder seeking redemption of eligible shares in the 2020 Redemption must submit a completed Request for Redemption. Requests for Redemption must be received by the Company no later than 5:00pm CDT on Monday, November 16, 2020.

A form Request for Redemption is attached as hereto as Exhibit 3.2. The Request for Redemption Form will also be distributed to stockholders as of the Record Date.

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Spillover Dividend

The Company’s Board declared a distribution of spillover income from 2019 in the total amount of $10,000 (approximately $0.13 per share) (the “2019 Spillover Dividend”). Spillover income includes any taxable income from the preceding tax year that were not distributed during such tax year.

The 2019 Spillover Dividend shall be payable no later than December 31, 2020 to stockholders of record as of November 1, 2020.

For the avoidance of doubt, any shares redeemed in the 2020 Redemption Period shall still receive the 2019 Spillover Dividend.

Safe Harbor Statement

This Current Report on Form 1-U contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section titled “Risk Factors” in the Company’s Offering Statement, as amended, on Form 1-A POS dated July 10, 2020, filed with the SEC, as such factors may be updated from time to time in the Company’s subsequent filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Company’s filings with the SEC. The Company undertakes no obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

SIGNATURE

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

IROQUOIS VALLEY FARMLAND REIT, PBC
By:	/s/ Mark D. Schindel
	Mark D. Schindel
	Chief Financial Officer

Date: October 8, 2020

EX1SA-3 HLDRS RTS

Exhibit 3.2

REQUEST FOR REDEMPTION

IROQUOIS VALLEY FARMLAND REIT, PBC

a Delaware public benefit corporation

This Request for Redemption (“Request for Redemption”) is being delivered to registered shareholders (“Registered Shareholders”) of Iroquois Valley Farmland REIT, PBC (the “Company”) in connection with the Company’s redemption of common shares of the Company subject to the terms of the Company’s Stock Redemption Program dated February 22, 2019 (the “Redemption Program”) and the terms of this particular redemption, open from October 15, 2020 to November 15, 2020 (the “2020 Redemption”). The Redemption Program is available as part of the Company’s public filings available at www.sec.gov.

Shares eligible for the 2020 Redemption must have been held by you, directly or indirectly through an affiliate, for at least five (5) years prior to Record Date for the 2020 Redemption, namely October 7, 2020 (the “Record Date”). For the avoidance of doubt, if you transferred your shares to a trust or other entity controlled by you during this five-year holding period, the holding period does not restart upon any such transfer.

As a shareholder of the Company, subject to the terms of the Redemption Program and the 2020 Redemption, you may be entitled to receive cash consideration of $595.00 per eligible share of common stock redeemed (the “Cash Payment”).

Please note that the Company will only redeem a maximum of 5% of the common stock of the Company outstanding as of the Record Date (the “Redemption Cap”). As of the Record Date, there were 79,074.29 shares of common stock outstanding, resulting in a Redemption Cap of 3,954 shares. If the Company receives Requests for Redemption that exceed the Redemption Cap, the Company may make redemptions on a pro rata basis to requesting shareholders. That is, the Cash Payment per share will remain the same, but the Company may only be able to grant your Request for Redemption for a portion of the eligible shares.

Please review the detailed submission instructions below. You must follow these instructions carefully and comply with the requirements contained therein in order to receive the Cash Payment. Method of delivery is at the option and risk of the owner thereof. Any questions regarding this Request for Redemption should be directed to Alex Mackay, Vice President Investor Relations – invest@iroquoisvalleyfarms.com | (847) 859-6645 ext.1.

By U.S. Mail         By FedEx, UPS, or Overnight Courier:         Email:   Secure Upload: Iroquois Valley Farmland REIT, PBC PO Box 5850 Evanston, IL 60204 Attn: REDEMPTIONS   Iroquois Valley Farmland REIT, PBC 708 Church Street, Suite 234 Evanston, IL 60201
Attention: REDEMPTIONS   invest@iroquiosvalleyfarms.com   https://iroquoisvalley.com/uploads/ Note: You must email the Company following an upload to confirm successful retrieval of the uploaded file.

Your Request for Redemption must be received by the Company no later than 5:00pm CDT on Monday, Nov. 16, 2020.

DELIVERY OF THIS REQUEST FOR REDEMPTION TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE ACKNOWLEDGMENT AND AGREEMENTS BELOW MUST BE READ CAREFULLY BEFORE THIS REQUEST FOR REDEMPTION IS COMPLETED. NO ALTERNATIVE, CONDITIONAL OR CONTINGENT SUBMISSIONS WILL BE ACCEPTED.

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ACKNOWLEDGEMENTS AND AGREEMENTS

The undersigned represents that I (we) have full authority to surrender for redemption the shares of common stock of IROQUOIS VALLEY FARMLAND REIT, PBC (the “Company”) owned by me as detailed below (the “Shares”). Should the Company approve this Request for Redemption by me (us), in whole or in part, ClearTrust, LLC (“ClearTrust”), the Company’s transfer agent, is hereby authorized to update the records of the Company to reflect the redemption of the Shares.

1. Redemption of Shares.

In connection with the 2020 Redemption pursuant to the Redemption Program of the Company, the undersigned hereby surrenders for redemption, subject to the terms and conditions of the 2020 Redemption and the Redemption Program, the Shares detailed below in exchange for, and for the purpose of receiving, an amount in cash equal to the Cash Payment payable under the 2020 Redemption.

2. Representations and Warranties. The undersigned hereby represents and warrants to the Company and ClearTrust (the Company’s transfer agent) as follows:

(a) The undersigned has all requisite power, authority and legal capacity to execute and deliver this Request for Redemption. This Request for Redemption, when duly and validly executed and delivered by the undersigned, will constitute the legal, valid and binding obligation of the undersigned and will be enforceable against the undersigned in accordance with its terms, unless withdrawn under the terms hereof, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization and similar laws affecting creditors generally and by the availability of equitable remedies.

(b) The undersigned is the Registered Shareholder of the Shares. The undersigned owns the Shares, free and clear of all liens, pledges, charges, encumbrances and security interests whatsoever, and the undersigned has the full power, right and authority to transfer the Shares pursuant to the Redemption Program and 2020 Redemption.

(c) The undersigned acknowledges that the Company has given it access to all information relating to the Company’s business that it has requested. Specifically, but not by way of limitation, the undersigned acknowledges the Company’s publicly available filings made periodically with the SEC, available at www.sec.gov, and which the undersigned acknowledges reviewing or having had the opportunity to review.

3. Acceptance by the Company; Additional Terms. Redemption of the Shares is subject to acceptance of your Request for Redemption by the Company, which shall not occur, if at all, until the close of the 2020 Redemption. Redemption of the Shares is further subject to the terms, conditions and limitations set forth in the Company’s Redemption Program.

4. Binding Effect. This Request for Redemption shall remain in full force and effect notwithstanding the death or incapacity or dissolution of the undersigned, and shall be binding upon the heirs, personal representatives, successors and assignees of the undersigned and shall not be affected by, and shall survive, the death or incapacity or dissolution of the undersigned.

5. Withdrawal. This Request for Redemption may be withdrawn by the Registered Shareholder(s). Requests for withdrawal must be received the Company no later than 5:00pm CDT on Monday, Nov. 16, 2020.

6. Validity of Requests. All questions as to the validity, form and eligibility of any Request for Redemption of Shares will be determined by the Company’s transfer agent, ClearTrust and such determination shall be final and binding. ClearTrust and the Company reserve the right to waive any irregularities or defects in the redemption of any shares. A redemption will not be deemed to have been made until all irregularities have been cured or waived.

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7. Tax Consequences of Redemption. ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES IN THIS REQUEST FOR REDEMPTION WAS NOT INTENDED OR WRITTEN TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY ANY TAXPAYER FOR ANY PURPOSE. REGISTERED SHAREHOLDERS AGREE AND ACKNOWLEDGE THAT THEY HAVE HAD OPPORTUNITY TO AND SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

Description of Shares of Stock Owned In this section, please detail the Registered Shareholder(s)’s name (exactly as it appears in the Company’s book entry account statement), contact information, and Shares for which redemption is requested. If you do not know the exact name as it appears in the book entry account statement, please contact invest@iroquoisvalleyfarms.com. Payment will be issued in the exact same name(s) as that in which shares are registered in the Company’s book entry account statements. Please attach additional sheets if necessary.
	Full Name:
	Address:
	Phone:	Email:
	Total number of Shares requested for redemption:
Minimum Redemption: Subject to the Redemption Cap for the 2020 Redemption, you redeem a minimum of 20 Shares. If you own less than 20 Shares, you must request redemption of all of your eligible shares.

DELIVERY INSTRUCTIONS Mail a check to the following address. (A 1099 will also be sent to this address. Please contact the Company if the mailing address changes.)
	Payable to:
	Address:
Delivery of a Cash Payment under the 2020 Redemption shall be made within approximately ten (10) business days after the close of the 2020 Redemption. All checks will be sent via regular mail unless determined by the Company.

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REGISTERED SHAREHOLDER(S) SIGN HERE

The Request for Redemption must be signed by all Registered Shareholders of the Shares exactly as the name appears in the Company’s book entry account statement(s). If any Shares are held jointly, all such owners must sign the Request for Redemption. Signatures of trustees, executors, administrators, guardians, officers of corporations, attorneys-in-fact or others acting in a fiduciary or representative capacity must include the full title of the signer in such capacity.

X	X
(Registered Shareholder Signature)	(Joint Registered Shareholder Signature)
(Printed Name and Title, if signing on behalf of an entity)	(Joint Printed Name)

COMPANY AUTHORIZATION

[To Be Completed by Iroquois Valley Farmland REIT, PBC]

The following number of Shares have been accepted for the 2020 Redemption: _________________________.  

These Shares shall be considered redeemed as of the closing date of the 2020 Redemption and should be removed from the book entry account statement of the Registered Shareholder(s). Cash payment, in an amount of $595/share, shall be issued to the Registered Shareholder(s) and delivered to the address listed above.

IROQUOIS VALLEY FARMLAND REIT, PBC

X	Date: ______________________
By: Mark D. Schindel, Chief Financial & Investment Officer