Form 8-K - Current report
March 08 2024 - 4:05PM
Edgar (US Regulatory)
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2024-03-08
2024-03-08
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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 8, 2024
Strawberry
Fields REIT, Inc.
(Exact
name of registrant as specified in its charter)
Maryland |
|
001-41628 |
|
84-2336054 |
(State or Other Jurisdiction |
|
(Commission |
|
(I.R.S. Employer |
of Incorporation) |
|
File Number) |
|
Identification No.) |
6101
Nimtz Parkway
South
Bend, Indiana 46628
(Address
of Principal Executive Office) (Zip Code)
(574)
807-0800
(Registrant’s
telephone number, including area code)
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 |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common stock, $0.00001 par
value |
|
STRW |
|
NYSE American |
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.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K filed by Strawberry Fields REIT, Inc. (the “Company”) includes information that may constitute
forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations
regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking
statements address matters that are subject to risks and uncertainties. Forward-looking statements include, without limitation, statements
relating to projected industry growth rates, the Company’s current growth rates and the Company’s present and future cash
flow position. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially
from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail
in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required
by applicable securities laws.
Item
8.01 Other Events.
On
November 9, 2023, the Board of Directors (the “Board”) of Strawberry Fields REIT, Inc. (the “Company”) authorized
and approved a share repurchase program for up to $5 million of the currently outstanding shares of the Company’s common stock
over the remainder of 2024. Under the stock repurchase program, the Company intends to repurchase shares through open market purchases,
privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule
10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”).
On
March 8, 2024, the Board also authorized the Company to enter into written trading plans under Rule 10b5-1 of the Exchange Act. Adopting
a trading plan that satisfies the conditions of Rule 10b5-1 allows a company to repurchase its shares at times when it might otherwise
be prevented from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. Under any Rule 10b5-1 trading
plan, the Company’s third-party broker, subject to Securities and Exchange Commission regulations regarding certain price, market,
volume and timing constraints, would have authority to purchase the Company’s common stock in accordance with the terms of the
plan. The Company may from time to time enter into Rule 10b5-1 trading plans to facilitate the repurchase of its common stock pursuant
to its share repurchase program.
The
Company cannot predict when or if it will repurchase any shares of common stock as such stock repurchase program will depend on a number
of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative
investment opportunities. Information regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q
and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
This
report contains forward-looking information, as that term is defined under the Exchange Act, including information regarding purchases
by the Company of its common stock pursuant to any Rule 10b5-1 trading plans. By their nature, forward-looking information and statements
are subject to risks, uncertainties, and contingencies, including changes in price and volume and the volatility of the Company’s
common stock; adverse developments affecting either or both of prices and trading of exchange-traded securities, including securities
listed on the New York Stock Exchange; and unexpected or otherwise unplanned or alternative requirements with respect to the capital
investments of the Company. The Company does not undertake to update any forward-looking statements or information, including those contained
in this report.
In
accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 8.01, is deemed to be “furnished”
and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or the Securities Act of 1933, as amended (the “Securities Act”), and shall not be incorporated by reference
into any filing by the Company under the Exchange Act or the Securities Act, regardless of any general incorporation language in such
filing except as shall be expressly set forth by specific reference in any such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Description
of Exhibit |
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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.
|
Strawberry Fields REIT, Inc. |
|
|
|
Dated: March 8, 2024 |
By: |
/s/ Moishe
Gubin |
|
|
Moishe
Gubin
Chief
Executive Officer and Chairman |
|
|
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