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): December 29, 2021
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.) |
| 698<br> 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<br> American LLC |
| 7.125%<br> Notes due 2024 | SCCB | NYSE<br> American LLC |
| 6.875%<br> Notes due 2024 | SACC | NYSE<br> American LLC |
| 7.75%<br> Notes due 2025 | SCCC | NYSE<br> American LLC |
| 6.00%<br> Notes due 2026 | SCCD | NYSE<br> 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 x
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 December 29, 2021, Sachem Capital Corp. issued a press release announcing the issuance and sale of an additional $6,750,000 original principal amount of its 6.00% unsecured unsubordinated notes due December 30, 2026 (“Notes”) pursuant to the exercise of the underwriters’ over-allotment option on December 27, 2021. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| ExhibitNo. | Description |
|---|---|
| 99.1 | Press Release, dated December 29, 2021 announcing the exercise of the overallotment option and the closing on an additional $6.75 million of Notes. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL 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: December 30, 2021 | By: | /s/ John L. Villano |
| John L. Villano, CPA | ||
| Chief Executive Officer and | ||
| Chief Financial Officer |
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Exhibit Index
| ExhibitNo. | Description |
|---|---|
| 99.1 | Press Release, dated December 29, 2021 announcing the exercise of the overallotment option and the closing on an additional $6.75 million of Notes. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Sachem CapitalCorp. Announces Sale of an Additional of $6.75 Million of 6.0% NotesDue 2026 from Exercise of Over Allotment Option
Branford, Connecticut,December 29, 2021 -- Sachem Capital Corp. (NYSE American: SACH; SCCD) has sold an additional $6.75 million original principal amount of its 6.0% unsecured, unsubordinated notes due 2026 (the “Notes”) pursuant to the exercise of the underwriters’ over-allotment option from the previously announced registered public offering, bringing the total gross proceeds of the offering to $51.75 million, and net proceeds to $49.83 million after payment of underwriting discounts and commissions and estimated offering expenses payable by Sachem Capital Corp.
The Notes trade under the trading symbol “SCCD.”
Ladenburg Thalmann & Co. Inc., Janney Montgomery Scott LLC, InspereX LLC and William Blair & Company, LLC acted as joint book-running managers for the offering. Colliers Securities LLC acted as co-manager for the offering.
About SachemCapital Corp.
Sachem Capital Corp. 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 loans (sometimes referred to as “hard money” loans) to real estate investors to fund their acquisition, renovation, development, rehabilitation or improvement of properties located primarily in Connecticut. The company does not lend to owner occupants. The company’s primary underwriting criteria is a conservative loan to value ratio. The properties securing the company’s 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. Each loan is also personally guaranteed by the principal(s) of the borrower, which guaranty may be collaterally secured by a pledge of the guarantor’s interest in the borrower. The company also makes opportunistic real estate purchases apart from its lending activities. The company believes that it qualifies as a real estate investment trust (REIT) for federal income tax purposes and has elected to be taxed as a REIT beginning with its 2017 tax year.
Forward LookingStatements
This press releasemay contain forward-looking statements. All statements other than statements of historical facts contained in this press release, includingstatements 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 suchterms and other words and terms of similar expressions are intended to identify forward- looking statements.
We have basedthese forward-looking statements largely on our current expectations and projections about future events and trends that we believe mayaffect our financial condition, results of operations, strategy, short-term and long-term business operations and objectives and financialneeds. These forward-looking statements are subject to several risks, uncertainties and assumptions as described in our Annual Reporton Form 10-K for 2020 filed with the U.S. Securities and Exchange Commission on March 31, 2021. Because of these risks, uncertaintiesand assumptions, the forward-looking events and circumstances discussed in this press release may not occur, and actual results coulddiffer materially and adversely from those anticipated or implied in the forward-looking statements.
You should notrely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-lookingstatements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. In addition, neither wenor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. We disclaimany duty to update any of these forward-looking statements.
All forward-lookingstatements attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in thispress release. You should evaluate all forward-looking statements made by us in the context of these risks and uncertainties.
Investor &Media Contact:
Crescendo Communications, LLC
Email: sach@crescendo-ir.com
Tel: (212) 671-1021