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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported) September 9, 2025 (July 2, 2025)
Strawberry
Fields REIT, Inc.
(Exact
name of registrant as specified in its charter)
| Maryland |
|
001-41628 |
|
84-2336054 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
file
number) |
|
(IRS
employer
identification
no.) |
| 6101
Nimtz Parkway |
|
|
|
|
| South
Bend, Indiana |
|
|
|
46628 |
| (Address
of principal executive offices) |
|
|
|
(Zip
Code) |
(574)
807-0800
(Registrant’s
telephone number, including area code)
Not
Applicable
(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 (see General Instruction A.2. below):
| ☐ |
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 registered |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| Common Stock, $0.0001
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 1933 (§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.
This
Amendment on Form 8-K/A (this “Amendment”) is being filed to amend the Current Report on Form 8-K (the “Initial Form
8-K”) filed by Strawberry Fields REIT, Inc. (the “Company”) with the Securities and Exchange Commission on July 2,
2025. As previously reported in the Initial Form 8-K, on July 1, 2025, the Company completed its acquisition of 9 healthcare facilities
located in Missouri. In the Initial Form 8-K, the Company stated its intention to file the financial statements and pro forma financial
information required by parts (a) and (b) of Item 9.01 of Form 8-K not later than seventy-one (71) calendar days after the date that
the Initial Form 8-K was required to be filed with the Securities and Exchange Commission. Pursuant to the instructions to Item 9.01
of Form 8-K, the Company hereby files this Amendment to amend the Initial Form 8-K in order to include the required financial statements
and pro forma financial information that were previously omitted.
| Item 9.01 |
Financial Statements and Exhibits. |
| (a) |
Financial Statements of Business Acquired. |
Missouri
Portfolio Group 2 Combined Statements of Revenues and Certain Expenses for the Year ended December 31, 2024 and the six month
period ended June 30, 2025.
| Independent Auditor’s Report |
|
F-1 |
| |
|
|
| Combined Statements of Revenues and Certain Expenses |
|
F-3 |
| |
|
|
| Notes to Combined Statements of Revenues and Certain
Expenses |
|
F-4 |
| (b) |
Pro Forma Financial
Information. |
| Unaudited Pro Forma Condensed Combined Financial Information |
|
F-1 |
| |
|
|
| Unaudited Pro Forma Condensed Combined Balance Sheet
as of June 30, 2025 |
|
F-2 |
| |
|
|
| Unaudited Pro Forma Condensed Combined Statements of
Income for the Year Ended December 31, 2024 |
|
F-3 |
| |
|
|
| Unaudited
Pro Forma Condensed Combined Statements of Income for the six months period ended June 30, 2025 |
|
F-4 |
| |
|
|
| Notes to Unaudited Pro Forma Condensed Combined Financial
Information |
|
F-5 |
(d)
Exhibits
| Exhibit
No. |
|
Description
of Exhibit |
| |
|
|
| 99.1 |
|
Missouri
Portfolio Group 2 Combined Statements of Revenues and Certain Expenses for the Year Ended December 31, 2024 and the Six Month
Period Ended June 30, 2025 |
| |
|
|
| 99.2 |
|
Unaudited Pro Forma Condensed Combined Financial Information |
| |
|
|
| 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:
September 9, 2025 |
By: |
/s/ Moishe
Gubin |
| |
|
Moishe Gubin |
| |
|
Chief Executive Officer and Chairman |
