[S-8 POS] Sachem Capital Corp. 7.75% Notes due 2025 SEC Filing

Rhea-AI Filing Summary

Cel-Sci Corp. (CVM) filed a Form 4 showing CEO & Director Geert R. Kersten was granted 25,000 stock options on 07/28/2025. The options carry an $8.20 exercise price, expire 07/27/2035, and vest in three equal annual tranches starting one year from grant. No common-stock purchases or sales were reported in Table I.

After the grant, Kersten directly holds 175,157 derivative securities (options). The transaction represents routine equity compensation and introduces only immaterial dilution given Cel-Sci’s outstanding share base. The filing contains no financial results, guidance changes, or other corporate events.

Positive

• Incentive alignment: Option grant ties CEO compensation to future share performance, potentially motivating value creation.

Negative

• Potential dilution: New options add to overhang, albeit modestly.
• No performance conditions: Time-based vesting may weaken pay-for-performance linkage.

Insights

Financial Analyst

TL;DR: Routine CEO option grant; negligible balance-sheet impact.

The 25k option award aligns the CEO with shareholders but is too small to materially affect dilution or valuation. Strike set at $8.20—likely near or slightly above market—so value is contingent on future price appreciation. Total options held (175k) remain minor versus Cel-Sci’s float. No cash outlay or revenue effect; investor impact neutral.

Corporate Governance Expert

TL;DR: Standard incentive structure; governance risk unchanged.

Three-year graded vesting promotes retention and long-term focus. Absence of performance hurdles limits pay-for-performance rigor, yet award size is moderate. Filing discloses direct ownership, enhancing transparency. Overall, governance profile remains stable.

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 2025

REGISTRATION NO. 333-226197   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

_____________

SACHEM CAPITAL CORP.

(Exact name of Registrant as specified in its charter)

New York
(State or other jurisdiction of incorporation or organization) 81-3467779
(I.R.S. Employer Identification Number)

568 East Main Street, Branford, CT 06405

(Address of principal executive offices) (Zip code)

_____________________________

SACHEM CAPITAL CORP.

2016 EQUITY COMPENSATION PLAN

(Full title of the plan)

John L. Villano, CPA

Chief Executive Officer

Sachem Capital Corp.

568 East Main Street

Branford, Connecticut 06405

(203) 433-4736

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

Joel J. Goldschmidt, Esq.

Kurzman Eisenberg Corbin & Lever, LLP

One North Broadway, 12th Floor

White Plains, New York 10601

(914) 285-9800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer			Accelerated filer
Non-accelerated filer			Smaller reporting company
			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 7(a)(2)(B) of the Securities Act. 

____________________

EXPLANATORY NOTE

Sachem Capital Corp., a New York corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (Registration No. 333-226197) (the “Registration Statement”) to terminate all offerings under the Registration Statement and to deregister 435,054 Common Shares, par value $0.001 per share, of the Registrant (the “Common Shares”), that remain unsold or otherwise unissued as of the date hereof.

The Registration Statement was originally filed with the U.S. Securities and Exchange Commission on July 16, 2018, and registered an aggregate of 1,500,000 Common Shares for issuance under the Sachem Capital Corp. 2016 Equity Compensation Plan (the “Plan”). On July 9, 2025, the Plan was formally terminated, and no further awards will be granted thereunder.

In accordance with the undertakings contained in Part II, Item 9 of the Registration Statement pursuant to Item 512(a)(3) of Regulation S-K, the Registrant hereby removes from registration all securities registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment No. 1 to the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in town of Branford, State of Connecticut, on July 29, 2025.

    Sachem Capital Corp.

    By: /s/ John L. Villano

        John L. Villano, CPA

    Chief Executive Officer

Pursuant to Rule 478 of the Securities Act of 1933, as amended, no additional signatures are required for this Post-Effective Amendment No. 1 to the Registration Statement.

FAQ

How many options did CVM's CEO receive in the latest Form 4?

Geert Kersten was granted 25,000 stock options on 07/28/2025.

What is the exercise price of the newly issued CVM options?

The options have an $8.20 exercise (conversion) price.

When do the options granted to CVM's CEO vest?

They vest in three equal annual installments starting one year after the 07/28/2025 grant date.

What is the expiration date for the CEO’s new CVM options?

The options expire on 07/27/2035.

How many derivative securities does the CEO hold after this transaction?

Following the grant, Kersten beneficially owns 175,157 options.