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):
November 10, 2026
Chicago Atlantic Real Estate Finance, Inc.
(Exact name of Registrant as Specified in Its
Charter)
| Maryland |
|
001-41123 |
|
86-3125132 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 1680 Michigan Avenue Suite 700 Miami Beach, Florida |
|
33139 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including
Area Code: (312) 625-9295
(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 |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
|
REFI |
|
Nasdaq Global Market |
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 2.02 Results of Operations and Financial Condition.
On November 10, 2026, Chicago Atlantic Real
Estate Finance, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September
30, 2026. The text of the press release is included as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
The information set forth under this Item 2.02,
including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information set forth under this Item 2.02, including
Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act
of 1933, as amended, unless it is specifically incorporated by reference therein.
Item 7.01 Regulation FD Disclosure.
On November 10, 2026, the Company disseminated
a supplemental earnings presentation to be used in connection with its conference call to discuss its financial results for the third
quarter ended September 30, 2026, which will be held on Tuesday, November 10, 2026, at 9:00 a.m. (eastern time). A copy of the presentation
has been posted to the Company’s Investor Relations page of its website and is included herewith as Exhibit 99.2, and by this reference
incorporated herein. A copy of the script for the conference call is included herewith as Exhibit 99.3, and by this reference incorporated
herein.
The information disclosed under this Item
7.01, including Exhibits 99.2 and 99.3 hereto, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The
information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as
amended, except as expressly set forth by specific reference in such filing.
No Offer or Solicitation
This communication is not intended to and shall
not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended (the “Securities
Act”), or in a transaction exempt from the registration requirements of the Securities Act.
Additional Information and Where to Find It
This communication includes information relating
to the proposed merger (the “Merger”) of REFI with and into Chicago Atlantic BDC, Inc. (“LIEN”), along with related
proposals for which stockholder approval will be sought, pursuant to the Agreement and Plan of Merger, dated as of June 17, 2026 (the
“Merger Agreement”) by and between LIEN and REFI. The Merger Agreement was unanimously approved by the Boards of Directors
of both LIEN and REFI, each acting on the unanimous recommendation of its special committee of independent directors (each, a “Special
Committee”). In connection with the proposals, LIEN has filed relevant materials with the SEC, including a registration statement
on Form N-14 on July 31, 2026, as amended by Pre-Effective Amendment No. 1 on N-14/A on September 22, 2026, which includes a preliminary
joint proxy statement of LIEN and REFI and a preliminary prospectus of LIEN (the “Proxy Statement/Prospectus”). The registration
statement has not yet been declared effective, and the information in the preliminary Proxy Statement/Prospectus is not complete and may
be changed. After the registration statement is declared effective, the definitive Proxy Statement/Prospectus will be mailed to stockholders
of LIEN and REFI. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation
of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act. STOCKHOLDERS OF LIEN AND REFI ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
WHEN IT BECOMES AVAILABLE AND OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT LIEN, REFI, THE MERGER AND THE
PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC’s website,
www.sec.gov, or from each company’s investor relations website at www.investors.chicagoatlanticbdc.com (LIEN) and www.investors.refi.reit
(REFI), or by directing a request to LIEN@chicagoatlantic.com (LIEN) or IR@REFI.reit (REFI).
Participants in the Solicitation
LIEN, REFI and their respective directors and
executive officers, Chicago Atlantic BDC Adviser, LLC, the external investment adviser to LIEN (the “LIEN Adviser”), and Chicago
Atlantic REIT Manager, LLC, the external manager of REFI (the “Company Manager”), and their respective directors, officers,
members, managers, partners, employees and affiliates, and other persons may be deemed to be participants in the solicitation of proxies
from the stockholders of LIEN and REFI in connection with the Merger and the related proposals. Information regarding the persons who
may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of LIEN and REFI in connection with the
Merger and the related proposals, including a description of their direct or indirect interests, by security holdings or otherwise, is
set forth in the preliminary Proxy Statement/Prospectus and will be set forth in the definitive Proxy Statement/Prospectus and other relevant
materials filed with the SEC. Additional information regarding the ownership of LIEN and REFI securities by their respective directors
and executive officers is included in their SEC filings on Forms 3, 4 and 5, which can be found through the SEC’s website at www.sec.gov.
Information about the directors and executive officers of LIEN set forth in LIEN’s proxy statement for its 2026 annual meeting of
stockholders, filed with the SEC on April 30, 2026, and in LIEN’s Annual Report on Form 10-K for the fiscal year ended December
31, 2025, filed with the SEC on March 19, 2026. Information about the directors and executive officers of REFI set forth in REFI’s
proxy statement for its 2026 annual meeting of stockholders, filed with the SEC on April 23, 2026, and in REFI’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 12, 2026. Each of these documents is available free
of charge at the SEC’s website, www.sec.gov, or from LIEN’s or REFI’s investor relations website, as applicable.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Press release dated November 10, 2026. |
| 99.2 |
|
Third Quarter 2026 Earnings Supplemental Presentation dated November 10, 2026. |
| 99.3 |
|
Script of the Third Quarter 2026 conference call dated November 10, 2026 |
| 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.
| |
CHICAGO ATLANTIC REAL ESTATE FINANCE, INC. |
| |
|
|
| Date: November 10, 2026 |
By: |
/s/ Peter Sack |
| |
|
Peter Sack, Co-Chief Executive Officer |
