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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): September 11, 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 |
| 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 7.01. | Regulation FD Disclosure. |
On September 11, 2024, Sachem Capital Corp. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing that it has acquired a 20% membership interest in Shem Creek Capital, LLC, the third-party management company of the Shem Creek private credit funds.
The information furnished pursuant to this Item 7.01 shall not be deemed to constitute an admission that such information is required to be furnished pursuant to Regulation FD or that such information or exhibits contain material information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated September 11, 2024. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
* * * * * 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: September 11, 2024 | By: | /s/ John L. Villano |
| John L. Villano, CPA | ||
| Chief Executive Officer | ||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated September 11, 2024. |
Exhibit 99.1
SACHEM CAPITAL CORP. COMPLETES 20% INVESTMENT IN SHEM CREEK CAPITAL LLC TO FURTHER DIVERSIFY BUSINESS MODEL
BRANFORD, CT, September 11, 2024 (GLOBE NEWSWIRE) – Sachem Capital Corp. (NYSE American: SACH) announced today it has acquired a 20% membership interest for $5 million in Shem Creek Capital, LLC, the third-party management company of the Shem Creek (“Shem”) private credit funds. Sachem also has the option to acquire up to an additional 10% membership interest in Shem, by early 2027, at a set valuation. Shem, established in 2008, is a commercial real estate finance company with a focus on providing debt capital solutions to local and regional commercial real estate owners in the Northeastern United States. Shem invests primarily in first mortgage loans secured by commercial real estate assets, notably value-add multifamily, workforce housing, and industrial properties.
John Villano, CEO of Sachem Capital Corp., commented: “Over the past four years, Sachem has invested approximately $47 million with Shem, which is currently generating attractive double-digit returns, with no losses to date—a remarkable achievement given the challenging macroeconomic environment during that period. Our long-standing relationship with Shem and its management, the diversification this investment brings to our business model, the expandable nature of the Shem platform, and our expansion into asset management, gives us confidence that this is another value-added opportunity for our shareholders.”
Scott Goldberg, President of Shem Creek Capital, LLC said: “We are very pleased to have closed on this transaction with Sachem Capital and look forward to building upon what has already been a strategic and successful relationship between our two firms. Going forward we believe the synergies between us will foster significant growth for the platform and asset base, ultimately driving strong risk-adjusted returns to our respective investors.”
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.
Forward Looking Statements
This press release may contain forward-looking statements. All statements other than statements of historical facts contained in this press release, including statements regarding our future results of operations and financial position, strategy and plans, and our expectations for future operations, are forward-looking statements. Such forward-looking statements are subject to several risks, uncertainties and assumptions as described in the Annual Report on Form 10-K for 2023 filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 1, 2024. Because of these risks, uncertainties and assumptions, any forward-looking events and circumstances discussed in this press release may not occur. You should not rely upon forward-looking statements as predictions of future events. Neither the Company nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. The Company disclaims any duty to update any of these forward-looking statements. All forward-looking statements attributable to the Company are expressly qualified in their entirety by these cautionary statements as well as others made in this press release. You should evaluate all forward-looking statements made by the Company in the context of these risks and uncertainties.
Investors:
Email: investors@sachemcapitalcorp.com