UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K filed by Strawberry Fields REIT, Inc. (the “Company”) includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Forward-looking statements include, without limitation, statements relating to projected industry growth rates, the Company’s current growth rates and the Company’s present and future cash flow position. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.
Item 2.02 Results of Operations and Financial Condition.
On November 14, 2023, the Company issued a press release regarding its financial results for the quarter ended September 30, 2023. The Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
The information set forth in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 2.02 and Item 7.01, including Exhibit 99.1, is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act of 1933, as amended (the “Securities Act”), and shall not be incorporated by reference into any filing by the Company under the Exchange Act or the Securities Act, regardless of any general incorporation language in such filing except as shall be expressly set forth by specific reference in any such filing.
Item 8.01 Other Events.
On November 14, 2023, the Company issued a press release announcing that the Board of Directors has declared a cash dividend on its common stock (the “Common Stock”) in the amount of $0.12 per share (the “Dividend”). The Dividend will be payable in cash on December 29, 2023 to holders of record of the Common Stock as of December 15, 2023. The Company’s press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
On November 14, 2023, the Company issued a press release announcing that the Board of Directors approved a $5 million share repurchase program. Repurchases under the program may be made at management’s discretion from time to time in the open market or through privately negotiated transactions. The repurchase program has no time limit and may be suspended for periods or discontinued at any time. The Company’s press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release dated November 14, 2023, Regarding Financial Results for the Quarter Ended September 30. 2023 | |
99.2 |
Press Release dated November 14, 2023, Regarding Declaration of Cash Dividend on Common Stock | |
| 99.3 | Press Release dated November 14, 2023, Regarding Share Repurchase Program | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Strawberry Fields REIT, Inc. | ||
| Dated: November 14, 2023 | By: | /s/ Moishe Gubin |
Moishe Gubin Chief Executive Officer and Chairman | ||
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