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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Item 1.01 Entry into a Material Definitive Agreement.
On December 5, 2024, Strawberry Fields REIT, Inc. (the “Company”) and its operating partnership, Strawberry Fields Realty LP, entered into an Underwriting Agreement with Janney Montgomery Scott LLC, on behalf of itself and as representative of the underwriters named therein (collectively, the “Underwriters”), pursuant to which the Company agreed to sell, and the Underwriters agreed to purchase, 3,333,334 shares (the “Firm Shares”) of Company common stock, par value $0.0001 per share, at an initial price to the public of $10.50 per share. The Company also granted the Underwriters a 30-day option to purchase up to an additional 500,000 shares of common stock (the “Option Shares” and, together with the Firm Shares, the “Shares”).
The Company issued and delivered the Firm Shares on December 6, 2024.
The offering of the Shares was made pursuant to the Company’s registration statement on Form S-3/A (File No. 333-280766), filed by the Company with the Securities and Exchange Commission (the “SEC”) on July 25, 2024, a base prospectus, dated August 1, 2024, included as part of the registration statement, and the prospectus supplement, dated December 5, 2024, filed by the Company with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on December 6, 2024.
The Company is filing as Exhibit 5.1 to this Current Report on Form 8-K the opinion of Shapiro Sher Guinot & Sandler, P.A. regarding certain matters of Maryland law, including the validity of the Shares.
The foregoing summary of the Underwriting Agreement is qualified by reference to its full text, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On December 5, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
(d) Exhibits
Exhibit Number |
Exhibit Name | |
| 1.1 | Underwriting Agreement, dated December 5, 2024, by and between the Company and Janney Montgomery Scott LLC, as representative of the several underwriters named therein | |
| 5.1 | Opinion of Shapiro Sher Guinot & Sandler, P.A. | |
| 23.1 | Consent of Shapiro Sher Guinot & Sandler, P.A. (included in Exhibit 5.1) | |
| 99.1 | Pricing Press Release, dated December 5, 2024 | |
| 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: | December 6, 2024 | |
| By: | /s/ Moishe Gubin | |
| Moishe Gubin | ||
| Chief Executive Officer and Chairman | ||