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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) May 7, 2026
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 |
|
|
|
46628 |
| South
Bend, Indiana |
|
|
|
(Zip
Code) |
| (Address
of principal executive offices) |
|
|
|
|
(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.
Item
5.07. Submission of Matters to a Vote of Security Holders.
The
2026 annual meeting of shareholders of Strawberry Fields REIT, Inc. (the “Company”) was held on May 7, 2026. There were 13,398,307
shares of common stock outstanding as of the record date for the annual meeting, of which 10,827,080 were present in person or
by proxy at the meeting, representing 80.81% of the outstanding shares eligible to vote. The voting results of the meeting are:
Proposal
1 - To elect six directors:
| | |
For | | |
Withhold | | |
Broker
Non-Vote | |
| (1) Moishe Gubin | |
| 8,390,965 | | |
| 220,979 | | |
| 2,215,136 | |
| (2) Michael Blisko | |
| 8,487,159 | | |
| 124,785 | | |
| 2,215,136 | |
| (3) Jack Levine | |
| 8,139,647 | | |
| 472,297 | | |
| 2,215,136 | |
| (4) Mark Myers | |
| 6,645,951 | | |
| 1,965,993 | | |
| 2,215,136 | |
| (5) Stanford Gertz | |
| 6,643,635 | | |
| 1,968,309 | | |
| 2,215,136 | |
| (6) Ted Lerman | |
| 6,647,250 | | |
| 1,964,694 | | |
| 2,215,136 | |
Proposal
2 – To ratify the selection of Hacker, Johnson & Smith, P.A. as the Company’s independent auditor for fiscal year 2026:
| For | | |
Against | | |
Abstain | |
| 10,433,324 | | |
359,142 | | |
34,614 | |
Proposal
3 – To approve adjournment of the annual meeting, if necessary.
| For | | |
Against | | |
Abstain | |
| 8,843,842 | | |
1,877,111 | | |
106,127 | |
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.
| STRAWBERRY
FIELDS REIT, INC. |
|
| |
|
|
| Date: |
May
7, 2026 |
|
| |
|
|
| By: |
/s/
Moishe Gubin |
|
| |
Moishe
Gubin |
|
| |
Chief
Executive Officer and Chairman |
|