UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 1.01 Entry Into a Material Definitive Agreement
On August 6, 2024, Strawberry Fields REIT, Inc. (the “Company”) issued approximately NIS 146 million (Approx. $38 million) principal amount of its new Series A Bonds Due in September 2026 (the “Bonds”), pursuant to a Deed of Trust between the Company and Mishmeret Trust Services Company Ltd., an Israeli trust company, as trustee, dated as of August 4, 2024. The Bonds will be listed for trading on the Tel Aviv Stock Exchange. The Bonds are unsecured obligations of the Company denominated in Israeli shekels (NIS). The Company will pay interest on the 2026 Bonds at a rate of 6.97% per year, until the final maturity date of September 30, 2026. The net proceeds of the sale of the Bonds will be used for working capital and general corporate purposes, which may include redemption of the Company’s outstanding debt.
The Bonds have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from such registration requirements. The Bonds were offered solely to investors outside the United States and were not offered to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act).
On August 6, 2024, the Company published a press release regarding the sale and issuance of the Bonds. A copy of the Company’s press attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Exhibit Name | Filed Herewith | ||
| 10.1 | Deed of Trust dated August 4, 2024 | * | ||
| 99.1 | * | |||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. | ||
| Date: | August 6, 2024 | |
| By: | /s/ Moishe Gubin | |
| Moishe Gubin | ||
| Chief Executive Officer and Chairman | ||