Current Report Filing (8-k)
April 04 2022 - 5:28PM
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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): March
31, 2022
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.) |
698
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 |
7.75%
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
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 2.02. | Results of Operations and Financial Condition. |
On
March 31, 2022, Sachem Capital Corp. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit
99.1 and is incorporated herein by reference, announcing its financial results for the year ended December 31, 2021.
| Item 7.01. | Regulation FD Disclosure. |
On
April 1, 2022, the Company hosted a conference call for investors to discuss its financial condition and operating results for
the year ended December 31, 2021 and its outlook for 2022. A transcript of the call is attached hereto as Exhibit 99.2.
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.
On
April 1, 2022, the Company issued a press release, announcing that its board of directors approved a dividend of $0.12 per share, payable
on April 18, 2022 to shareholders of record as of April 11, 2022. A copy of the press release is attached hereto as Exhibit 99.3.
On April 4, 2022, the Company sold an additional
$1,875,000 original principal amount of its 6.0% unsecured, unsubordinated notes due 2027 (the “Notes”) pursuant to a partial
exercise of the underwriters’ over-allotment option from the previously announced registered public offering, bringing the total
gross proceeds of the offering to $51,875,000 and net proceeds to approximately $50.0 million, after payment of underwriting discounts
and commissions and estimated offering expenses.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
In accordance with General Instruction B.2 of Form
8-K, the information in this Current Report on Form 8-K, furnished pursuant to Items 2.02 and 7.01, including Exhibits 99.1 and 99.2,
respectively, 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.
* * * * *
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: April 4, 2022 |
By: |
/s/ John L. Villano |
|
|
John L. Villano, CPA |
|
|
Chief Executive Officer and |
|
|
Chief Financial Officer |
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