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): August 10, 2021
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
| Item 7. | Departure of Certain Officers |
On August 10, 2021, Iroquois Valley Farmland REIT, PBC (the “Company”) announced in a press release that co-founder David Miller will be retiring from his position as Chief Executive Officer (CEO), effective September 1, 2021. Mr. Miller will remain on the Company’s Board of Directors and will continue an active role in the Company supporting the transition and working on building out Rock Creek Farms in Peotone, IL.
The Company also announced the appointment of Tera Johnson as its new CEO, effective September 1, 2021.
A copy of the press release is attached to this Form 1-U as an additional exhibit.
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 May 3, 2021, 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.
| 2 |
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: August 11, 2021
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ADD EXHB
FOR IMMEDIATE RELEASE – August 10, 2021
Contact: Claire Mesesan, acting communications director
(847) 859-6645 ext. 702 | cmesesan@iroquoisvalleyfarms.com
Iroquois Valley Farmland REIT, PBC Names Tera Johnson CEO as
Co-founder David Miller Steps Back
EVANSTON, IL – Iroquois Valley Farmland REIT, PBC announced today that Tera Johnson will succeed co-founder, David Miller, as Chief Executive Officer effective September 1, 2021.
Johnson is the founder of the Food Finance Institute (FFI), a nonprofit organization that provides financial technical assistance to food, beverage, and value-added agriculture enterprises. Miller plans to remain on the Iroquois Valley board and will support Johnson as she assumes responsibilities, in addition to managing special projects. He looks forward to the opportunity to step back from day-to-day operations.
“As I look back on the last fifteen years, I believe we were successful in establishing a deeply rooted organic foothold in a region I characterize as a dead soil monoculture,” Miller shares. “I see Tera building on that organic foundation and going beyond. Under her guidance, we will accelerate our commitment to conservation and diversity–in our investments and in our products and programs.”
Miller, founded Iroquois Valley with his friend and former college roommate, Dr. Stephen Rivard in 2007. Miller has served as CEO since inception. Iroquois Valley is one of the first companies in North America to offer investors direct exposure to a diversified organic farmland portfolio. With independent farmers and ranchers at the heart of its investment strategy, Miller led the company as it grew from one relationship with a farming family on a single property in Iroquois County, Illinois to a $75 million portfolio representing 50 farmer relationships in 15 states.
Iroquois Valley is supported by over 500 investors in 47 states, 25% of whom are non-accredited, retail investors who committed capital after the company’s Regulation A+ offering launched in 2019. Over Miller’s fifteen years as CEO, Iroquois Valley incorporated as a real estate investment trust and public benefit corporation, received recognition as a “Best for the World” certified B Corp, and was consistently named to ImpactAssets’ IA50.
“In a time when the mission of Iroquois Valley is more important than ever,” Johnson says, “I’m humbled and inspired to build on the strong foundation that Dave and his team have built and to lead the team into the next phase of Iroquois Valley.”
Johnson built her career around her mission to create the next generation of environmentally and economically regenerative food and farming businesses. Her work at the helm of FFI saw over 600 people from over 400 organizations throughout the U.S. trained in financial management and business consulting. FFI has provided technical assistance to 230 food, farm, and food system businesses since establishment. FFI is part of the University of Wisconsin System’s Institute for Business & Entrepreneurship. Johnson also launched Edible-Alpha®, a digital resource hub providing actionable insights, training, resources and tools. Her podcast interviews with entrepreneurs, bankers, and investors have been downloaded over 45,000 times, with listeners in all 50 states and eight countries. Johnson is the founder of Simply Tera’s and is the 2017 Extension Chancellor’s Wisconsin Idea Award winner. Johnson is a frequent speaker, teacher and financial consultant to sustainable food and farming businesses, social venture funds and investors.
About Iroquois Valley Farmland REIT, PBC
Iroquois Valley is a regenerative finance company that provides land security and financial products to organic farmers by raising capital from mission-driven investors. Iroquois Valley offers long-term leases, mortgage lending, and operating lines of credit to organic and transitioning farmers and ranchers throughout the United States. The company has equity and debt investment options and works with a large network of financial advisors.
www.iroquoisvalley.com