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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 27, 2024
SACHEM CAPITAL CORP.
(Exact name of Registrant as specified in its charter)
| New York | 001-37997 | 81-3467779 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
| 568 East Main Street, Branford, Connecticut | 06405 | |
| (Address of Principal Executive Office) | (Zip Code) |
Registrant's telephone number, including area code (203) 433-4736
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
| Common Shares, par value $.001 per share | SACH | NYSE American LLC |
| 7.125% Notes due 2024 | SCCB | NYSE American LLC |
| 6.875% Notes due 2024 | SACC | NYSE American LLC |
| 7.75% notes due 2025 | SCCC | NYSE American LLC |
| 6.00% notes due 2026 | SCCD | NYSE American LLC |
| 6.00% notes due 2027 | SCCE | NYSE American LLC |
| 7.125% notes due 2027 | SCCF |
NYSE American LLC |
| 8.00% notes due 2027 | SCCG | NYSE American LLC |
| 7.75% Series A Cumulative Redeemable Preferred Stock, Liquidation Preference $25.00 per share | SACHPRA | NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events. |
On June 27, 2024, Sachem Capital Corp. (the “Company”) issued a press releases announcing that it is withdrawing its previous announced public debt offering (the “Offering”). A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
In addition, the Company is hereby withdrawing the preliminary prospectus supplement, dated June 17, 2024, it filed on the same date with the U.S. Securities and Exchange Commission in connection with the Offering.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description |
| 99.1 | Press Release, dated June 27, 2024, announcing the Company’s withdrawal of the Offering. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* * * * * 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.
SIGNATURES
| Sachem Capital Corp. | ||
| Dated: June 28, 2024 | By: | /s/ John L. Villano |
| John L. Villano, CPA | ||
| Chief Executive Officer | ||
Exhibit Index
| Exhibit No. |
Description |
| 99.1 | Press Release, dated June 27, 2024, announcing the Company’s withdrawal of the Offering. |
Exhibit 99.1
SACHEM CAPITAL CORP. ANNOUNCES WITHDRAWAL OF PUBLIC DEBT OFFERING
BRANFORD, CT, June 27, 2024 (GLOBE NEWSWIRE) – Sachem Capital Corp. (NYSE American: SACH) today announced that it is withdrawing its previously announced debt offering. The company had intended to offer USD-denominated unsecured, unsubordinated notes due five years from the date of issuance. The company has concluded that current market conditions regarding pricing were excessive and restrictive and, thus, not in the best interest of the company and its shareholders.
John Villano, CEO of Sachem Capital Corp., commented: “We want to assure our shareholders and noteholders that Sachem has ample liquidity through its existing credit facilities and liquid mortgage portfolio to continue to execute on the business consistent with past practice. In addition, Sachem will continue its disciplined underwriting and loan origination processes to maximize risk adjusted returns for shareholders and to protect our capital. Our decision to withdraw our previously announced debt offering was based solely on our determination that the proposed pricing of the offering was unfavorable to the long-term interests of Sachem’s business.”
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in this offering or any other securities nor will there be any sale of the Notes or any other securities referred to in this press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state or jurisdiction.
About Sachem Capital Corp.
Sachem Capital Corp. is a mortgage REIT that specializes in originating, underwriting, funding, servicing, and managing a portfolio of loans secured by first mortgages on real property. It offers short-term (i.e., three years or less) secured, nonbanking loans to real estate investors to fund their acquisition, renovation, development, rehabilitation, or improvement of properties. The Company’s primary underwriting criteria is a conservative loan to value ratio. The properties securing the loans are generally classified as residential or commercial real estate and, typically, are held for resale or investment. Each loan is secured by a first mortgage lien on real estate and is personally guaranteed by the principal(s) of the borrower. The Company also makes opportunistic real estate purchases apart from its lending activities.
Investors:
Email: investors@sachemcapitalcorp.com