8-K
Sachem Capital Corp. (SACH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OFTHE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 4, 2023
SACHEM
CAPITAL CORP.
(Exact name of Registrant as specified in its charter)
| New<br> York | 001-37997 | 81-3467779 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> of incorporation) | (Commission<br><br> File Number) | (IRS<br> Employer <br><br> Identification No.) |
| 568 East Main Street, Branford,<br> Connecticut | 06405 | |
| --- | --- | |
| (Address<br> of Principal Executive Office) | (Zip<br> Code) |
Registrant's
telephone number, including area code (203) 433-4736
| (Former<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br> 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<br> of each class | Ticker<br> symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Shares, par value $.001 per share | SACH | NYSE American LLC |
| 7.125%<br> Notes due 2024 | SCCB | NYSE American LLC |
| 6.875%<br> Notes due 2024 | SACC | NYSE American LLC |
| 7.75%<br> notes due 2025 | SCCC | NYSE American LLC |
| 6.00%<br> notes due 2026 | SCCD | NYSE American LLC |
| 6.00%<br> notes due 2027 | SCCE | NYSE American LLC |
| 7.125%<br> notes due 2027 | SCCF | NYSE American LLC |
| 8.00%<br> notes due 2027 | SCCG | NYSE American LLC |
| 7.75%<br> Series A Cumulative Redeemable Preferred Stock, Liquidation Preference $25.00 per share | SACHPRA | NYSE<br> 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 5.02(b) and (c) | Departure of Certain Officers; Appointment of Certain Officer |
|---|
On May 8, 2023, Sachem Capital Corp. (the “Company”) announced the departure of John E. Warch, its Chief Financial Officer effective as of May 4, 2023. In connection therewith, Mr. Warch was relieved of all his duties with the Company. Mr. Warch’s departure was not related to any disagreements with the Company's accounting principles, practices or financial statement disclosures or its business operations. The Board of Directors of the Company appointed John L. Villano, CPA, the company’s Chief Executive Officer, as interim Chief Financial Officer until the Company hires a new chief financial officer to replace Mr. Warch.
A copy of the press release announcing Mr. Warch’s departure is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit<br><br> <br>No. | ****<br><br> <br>Description |
|---|---|
| 99.1 | Press Release, dated May 8, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL<br>document). |
* * * * *
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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.
| Sachem Capital Corp. | ||
|---|---|---|
| Dated: May 8, 2023 | By: | /s/ John L. Villano |
| John L. Villano, CPA | ||
| President and Chief Executive Officer |
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Exhibit Index
| Exhibit<br><br> <br>No. | ****<br><br> <br>Description |
|---|---|
| 99.1 | Press Release, dated May 8, 2023. |
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Exhibit 99.1
SACHEM CAPITAL PROVIDESPRELIMINARY FIRST QUARTER 2023 FINANCIAL RESULTS
- Announces the Appointment of CEO John Villano as Interim Chief Financial Officer -
BRANFORD, Conn., May 8, 2023 (GLOBE NEWSWIRE) -- Sachem Capital Corp. (NYSE American: SACH) announced preliminary financial results for the quarter ended March 31, 2023. The Company also announced that Chief Executive Officer John Villano, CPA, was appointed interim Chief Financial Officer, effective immediately, following the departure of John Warch, the company’s former chief financial officer, effective May 4, 2023. The reason for Mr. Warch's departure was not disclosed, but the Company reported that it was not related to any disagreements with the Company's accounting principles, practices or financial statement disclosures or its business operations. The Company plans to initiate a search for a new chief financial officer.
Preliminary results for the first quarter ended March 31, 2023 indicate an approximately 43% increase to revenue, approximately $14.7 million compared to approximately $10.3 million for the quarter ended March 31, 2022, an approximately 18% increase in net income to approximately $5.1 million for the quarter ended March 31, 2023 and net income per share of $0.10, which is comparable to the Company’s net income per share for the quarter ended March 31, 2022. The growth in revenue was due primarily to an increase in lending operations.
The Company will report its first quarter 2023 operating results on May 15, 2023.
About SachemCapital Corp
Sachem Capital Corp. is a financing REIT that specializes in originating, underwriting, funding, servicing, and managing a portfolio of first mortgage loans. It offers short-term (i.e., three years or less) secured, non-banking loan 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 will also make opportunistic real estate purchases apart from its lending activities.
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Forward LookingStatements
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. The words “anticipate,” “estimate,” “expect,” “project,” “plan,” “seek,” “intend,” “believe,” “may,” “might,” “will,” “should,” “could,” “likely,” “continue,” “design,” and the negative of such terms and other words and terms of similar expressions are intended to identify forward-looking statements. These forward-looking statements are based primarily on management’s current expectations and projections about future events and trends that management believes may affect the company’s financial condition, results of operations, strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to several risks, uncertainties and assumptions as described in the Annual Report on Form 10-K for the year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission on March 31, 2023. Because of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this press release may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although the company believes that the expectations reflected in the forward-looking statements are reasonable, the company cannot guarantee future results, level of activity, performance, or achievements. In addition, 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.
Investor & Media Contact:
Email: investors@sachemcapitalcorp.com
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