Exhibit 1.1

[Individual names and contact information have been redacted from Exhibit 2, because it is not material to an understanding of this agreement and is typically treated as confidential by the parties thereto.]

AMENDMENT NO. 1 TO AT MARKET ISSUANCE SALES AGREEMENT

JUNE 4, 2025

B. Riley Securities, Inc.

299 Park Avenue, 21st Floor 

New York, NY 10171

A.G.P./Alliance Global Partners

590 Madison Avenue 

New York, NY 10022

Wedbush Securities Inc.

600 Montgomery Street, 29th Floor 

San Francisco, California 94111

Ladies and Gentlemen:

Strawberry Fields REIT, Inc., a Maryland corporation (the “Company”), together with Strawberry Fields Realty LP, a Delaware limited partnership (the “Operating Partnership”) and B. Riley Securities, Inc. and A.G.P./Alliance Global Partners (each an “Agent,” and collectively, the “Agents”), are parties to that certain At Market Issuance Sales Agreement dated July 11, 2024 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The Company, the Operating Partnership and Agents desire to amend the Original Agreement as set forth in this Amendment No. 1 thereto (this “Amendment”) as follows:

1. The definitions of “Agent” and “Agents” in the first paragraph of the Original Agreement are hereby amended to include Wedbush Securities Inc.

2. Section 14 of the Original Agreement hereby amended to include the following immediately after the contact information for A.G.P./Alliance Global Partners:

“And

Wedbush Securities Inc.

142 W 57th Street 

12th Floor

New York, NY 10019 

Attention: Legal Notices

Email: legalnotices@wedbush.com”

3. Schedules 1 and 2 of the Original Agreement and the Form of Representation Date Certificate Pursuant to Section 7(l) of the Original Agreement shall be replaced in their entirety with the versions attached hereto.

4. Notwithstanding anything to the contrary in Section 9 of the Original Agreement, the Company agrees to pay the fees and disbursements of Agents’ counsel in connection with the execution of this amendment in an amount not to exceed $30,000.

5. From and after the date hereof, Wedbush Securities Inc. shall be considered to be an Agent under the Original Agreement, as amended hereby, and agrees to be bound by the terms of the Original Agreement, as amended hereby.

6. Sections 18 and 19 of the Original Agreement are hereby incorporated into this Amendment. Except as specifically set forth herein, all other provisions of the Original Agreement shall remain in full force and effect.

7. This Amendment together with the Original Agreement (including all exhibits attached hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Amendment nor any term hereof may be amended except pursuant to a written instrument executed by the Company, the Operating Partnership and the Agents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Amendment. All references in the Original Agreement to the “Agreement” shall mean the Original Agreement as amended by this Amendment; provided, however, that all references to “date of this Agreement” in the Original Agreement shall continue to refer to the date of the Original Agreement.

8. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed amendment by one party to the other may be made by facsimile transmission or electronic transmission (e.g., PDF).

[Remainder of Page Intentionally Blank]

If the foregoing correctly sets forth the understanding between the Company, the Operating Partnership and the Agents, please so indicate in the space provided below for that purpose, whereupon this Amendment shall constitute a binding amendment to the Original Agreement between the Company, the Operating Partnership and the Agents.

[Signature Page to Amendment No. 1 to At Market Issuance Sales Agreement]

[Signature Page to Amendment No. 1 to At Market Issuance Sales Agreement]

SCHEDULE 1

FORM OF PLACEMENT NOTICE

Gentlemen:

Pursuant to the terms and subject to the conditions contained in the At Market Issuance Sales Agreement, dated July 11, 2024 as amended by Amendment No. 1 on June 4, 2025 (together, the “Agreement”), by and among Strawberry Fields REIT, Inc., a Maryland corporation (the “Company”), Strawberry Fields Realty LP, a Delaware limited partnership (the “Operating Partnership”), and B. Riley Securities, Inc., A.G.P./Alliance Global Partners and Wedbush Securities Inc., the Company hereby requests that [identify Designated Agent] sell up to ____ shares of the Company’s Common Stock, par value $0.0001 per share, during the time period beginning on [month, day, time] and ending on [month, day, time].

SCHEDULE 2

Notice Parties

[Redacted]

EXHIBIT 7(l)

Form of Representation Date Certificate

___________, 20___

This Representation Date Certificate (this “Certificate”) is executed and delivered in connection with Section 7(l) of the At Market Issuance Sales Agreement, dated July 11, 2024 as amended by Amendment No. 1 on June 4, 2025 (together, the “Agreement”), among Strawberry Fields REIT, Inc., a Maryland corporation (the “Company”), Strawberry Fields Realty LP, a Delaware limited partnership (the “Operating Partnership”), and B. Riley Securities, Inc. (“B. Riley Securities”), A.G.P./Alliance Global Partners (“AGP”) and Wedbush Securities Inc. (“Wedbush”; each of B. Riley Securities, AGP and Wedbush individually an “Agent” and together, the “Agents”). All capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement.

The undersigned, a duly appointed and authorized officer of the Company, having made reasonably inquiries to establish the accuracy of the statements below and having been authorized by the Company to execute this certificate on behalf of the Company, hereby certifies as follows:

1. As of the date of this Certificate, (i) the Registration Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading (ii) neither the Registration Statement nor the Prospectus contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and (iii) no event has occurred as a result of which it is necessary to amend or supplement the Prospectus in order to make this paragraph 1 to be true.

2. Each of the representations and warranties of the Company contained in the Agreement were, when originally made, and are, as of the date of this Certificate, except for those representations and warranties that speak solely as of a specific date, true and correct in all material respects.

3. Except as waived by the Agents in writing, each of the covenants required to be performed by the Company in the Agreement on or prior to the date of the Agreement, this Representation Date, and each such other date prior to the date hereof as set forth in the Agreement, has been duly, timely and fully performed in all material respects and each condition required to be complied with by the Company on or prior to the date of the Agreement, this Representation Date, and each such other date prior to the date hereof as set forth in the Agreement has been duly, timely and fully complied with in all material respects.

4. Subsequent to the date of the most recent financial statements in the Prospectus, and except as described in the Prospectus, including in the Incorporated Documents, there has been no Material Adverse Effect.

6. No order suspending the effectiveness of the Registration Statement or the qualification or registration of the Placement Shares under the securities or blue sky laws of any jurisdiction are in effect and no proceeding for such purpose is pending before, or threatened, to the Company’s knowledge or in writing by, any securities or other governmental authority (including, without limitation, the Commission).

The undersigned has executed this Representation Date Certificate as of the date first written above.

Exhibit 5.1

SHAPIRO SHER GUINOT & SANDLER, P.A.

June 4, 2025

Strawberry Fields REIT, Inc.

6101 Nimtz Parkway

South Bend, Indiana 46628

Ladies and Gentlemen:

We have served as Maryland counsel to Strawberry Fields REIT, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law arising out of the sale and issuance by the Company from time to time of shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), having an aggregate offering price of up to $50,000,000, in at-the-market offerings, pursuant to (i) the At Market Issuance Sales Agreement by and among the Company, Strawberry Fields Realty LP, B. Riley Securities, Inc. and A.G.P./Alliance Global Partners, dated July 11, 2024 (the “Original Sales Agreement”), as amended by that certain Amendment No. 1 to At Market Issuance Sales Agreement, dated June 4, 2025, pursuant to which Wedbush Securities Inc. was added as an agent (“Amendment No. 1” and together with the Original Sales Agreement, the “Amended Sales Agreement”) and (ii) the Registration Statement on Form S-3, and all amendments thereto (collectively, the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

In connection with our representation of the Company, and as a basis for the opinions hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

(i) The Registration Statement, in the form in which it was filed with the Commission under the Securities Act; (ii) The Company’s Base Prospectus, dated July 25, 2024 (the “Base Prospectus”), the Company’s Prospectus, dated July 25, 2024 (together with the Base Prospectus, the “Original Prospectus”), as supplemented by the Company’s Prospectus Supplement No.

Strawberry Fields REIT, Inc.

Page 2

June 4, 2025

1, dated as of June 4, 2025 (the “Prospectus Supplement”), each in the form in which it was filed with the Commission pursuant to Rule 424(b) promulgated under the Securities Act;

(iii) The Amended Sales Agreement;

(iv) The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

(v) The Amended and Restated Bylaws of the Company (the “Bylaws”), certified as of the date hereof by an officer of the Company;

(vi) Resolutions adopted by the Board of Directors of the Company (the “Board”), relating to, among other matters, the registration, sale and issuance of the Shares and the delegation to a special offering committee (the “ATM Offering Committee”) of all powers that may be delegated in connection with the issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;

(vii) A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

(viii) A certificate executed by an officer of the Company, dated as of the date hereof; and

(ix) Such other documents and matters as we have deemed necessary or appropriate to express the opinions set forth in this letter, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinions set forth below, we have assumed the following:

(a) Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

(b) Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

(c) Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

Strawberry Fields REIT, Inc.

Page 3

June 4, 2025

(d) All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

(e) The Shares will not be issued or transferred in violation of any restriction or limitation contained in Article VI of the Charter.

(f) Upon the issuance of any Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

(g) Certain terms of the offering of the Shares will be authorized and approved by the Board or the ATM Offering Committee in accordance with the Maryland General Corporation Law, the Charter, the Bylaws and the Resolutions (such approvals referred to herein as the “Corporate Proceedings”) prior to the issuance thereof.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2. Upon the completion of all Corporate Proceedings relating to the Shares, the issuance of the Shares will be duly authorized and, when and if delivered against payment therefor in accordance with the Amended Sales Agreement, the Prospectus Supplement, the Original Prospectus, the Registration Statement, the Resolutions, the Corporate Proceedings and any other resolutions adopted by the Board or a duly authorized committee thereof relating thereto, the Shares will be validly issued, fully paid and nonassessable.

Strawberry Fields REIT, Inc.

Page 4

June 4, 2025

The foregoing opinions are limited to the laws of the State of Maryland and we do not express any opinion herein concerning federal law or any other state law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, federal or state laws regarding fraudulent transfers or the laws, codes or regulations of any municipality or other jurisdiction. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinions expressed herein are subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinions expressed herein are limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinions expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to a Current Report on Form 8-K relating to the Shares (the “Current Report”). We hereby consent to the filing of this opinion as an exhibit to the Current Report and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.