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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) June 25, 2025 (June 23, 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, $0.00001 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 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.
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
7.01 Regulation FD Disclosure.
On
June 23, 2025, the Company issued approximately $87.6 million, net of fees, of its Series B Bonds. The offer and sale of such bonds was
pursuant to an offering registered, and exclusively conducted, in Israel. The bonds trade on the Tel Aviv Stock Exchange Ltd.
The
Company is obligated to make four principal reduction payments on the bonds, on June 30 of each of the years 2026 to 2029 (inclusive).
Each of the first three payments will constitute 4% of the principal of the total par value of the bonds and the final payment will constitute
88% of the principal. The Company is also obligated to pay interest at an annual rate of 6.70% on the unpaid principal of the bonds.
The Company will make such payments on December 31, 2025, and June 30 and December 31 of each of the years 2026 through 2028 (inclusive)
and on June 30, 2029.
The
Company will use net proceeds from the issuance of the for ongoing operations and general purposes, including the repayment of existing
bank debts and the acquisition of properties
In
accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 7.01, including Exhibit 99.1 and Exhibit 99.2,
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
Number |
|
Exhibit
Name |
|
Filed
Herewith |
| 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.
| OPTIMUMBANK
HOLDINGS, INC. |
|
| |
|
|
| Date: |
June
25, 2025 |
|
| |
|
|
| By: |
/s/
Moishe Gubin |
|
| |
Moishe
Gubin |
|
| |
Chairman
and Chief Executive Officer |
|
