[S-8] Strawberry Fields REIT, Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

Form 8-K (Item 2.02): On 31 Jul 2025 Shenandoah Telecommunications Company (NASDAQ: SHEN) furnished a press release and slide deck (Ex. 99.1) announcing its financial position as of 30 Jun 2025 and results for the three- and six-month periods then ended. The filing itself contains no revenue, earnings, margin or guidance figures; stakeholders must consult the exhibit or the Investor section of Shentel.com for quantitative details.

No other material events, transactions, leadership changes or capital actions are disclosed. Standard forward-looking-statement language is included. Because the information is “furnished” rather than “filed,” it is not subject to Section 18 liability. Exhibit 104 provides the Inline XBRL cover page tag set.

Insights

Financial Analyst

TL;DR: Routine 8-K; alerts market to Q2-25 release but withholds numbers—impact neutral until exhibit reviewed.

The company met disclosure requirements by issuing an Item 2.02 Form 8-K alongside a press release. However, without embedded metrics, investors cannot assess performance or outlook directly from this document. The market reaction will depend on data contained in Exhibit 99.1. Absence of additional items (e.g., debt financing, M&A, guidance changes) suggests no immediate strategic shift. Overall, this is an administrative notice with negligible standalone valuation impact.

Corporate Governance Expert

TL;DR: Filing is compliant, furnished not filed; limits liability and signals transparency without new obligations.

By furnishing rather than filing the press release, SHEN limits potential Section 18 liability while still satisfying Reg FD. The inclusion of forward-looking-statement safe-harbor language is standard. No emerging-growth-company or accelerated filer elections are affected. Governance risk profile is unchanged.

As filed with the Securities and Exchange Commission on July 31, 2025

Registration No. __________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

STRAWBERRY FIELDS REIT, INC.

(Exact name of registrant as specified in its charter)

Maryland		84-2336054
(State or other jurisdiction of Company or organization)		(I.R.S. Employer Identification No.)

6101 Nimtz Parkway, South Bend, IN 46628

(Address of Principal Executive Offices and Zip Code)

2021 Equity Incentive Plan

(Full title of the plan)

Steven Greenfield, Esq.

Strawberry Fields REIT, Inc.

5683 North Lincoln Ave.

Chicago, Illinois 60659

(Name and address of agent for service)

(574) 807-0800

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

Copies of all communications, including copies of all communications
sent to agent for service, should be sent to:

Richard Pearlman Esq.
Igler and Pearlman, P.A.

2457 Care Drive, Suite 203

Tallahassee, Florida 32308

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See 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:	☒

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by Strawberry Fields REIT, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

	1.	The Company’s Form 10-K, filed on March 13, 2025.
	2.	All reports filed subsequent to that date pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
	3.	The description of Company common stock contained in Exhibit 4.1 to the Company’s Form 10-K, filed on March 13, 2025.

All other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all the shares of Company common stock offered hereby have been sold or which deregisters all the shares of Company common stock then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interest of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Maryland law permits a Maryland corporation to include in its charter a provision eliminating the liability of its directors and officers to the corporation and its stockholders for money damages, except for liability resulting from (1) actual receipt of an improper benefit or profit in money, property or services or (2) active and deliberate dishonesty that is established by a final judgment as being material to the cause of action. Our charter contains a provision that eliminates such liability to the maximum extent permitted by Maryland law.

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Our charter obligates us, to the fullest extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses of our officers and directors against liabilities to the maximum extent permitted by Maryland law, as amended from time to time.

Maryland law requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason of his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or other capacities unless it is established that:

	●	the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty;
	●	the director or officer actually received an improper personal benefit in money, property or services; or
	●	in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

However, under Maryland law, a Maryland corporation may not indemnify a director or officer for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, and then only for expenses. In addition, Maryland law permits a Maryland corporation to advance reasonable expenses to a director or officer upon its receipt of:

	●	a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and
	●	a written undertaking by the director or officer or on the director’s or officer’s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director or officer did not meet the standard of conduct.

Our charter obligates us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of such a proceeding to:

	●	any present or former director or officer of the Company who is made, or threatened to be made, a party to the proceeding by reason of his or her service in that capacity; or
	●	any individual who, while a director or officer of the Company and at our request, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made, or threatened to be made, a party to the proceeding by reason of his or her service in that capacity.

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Our charter also permits us to indemnify and advance expenses to any individual who served our predecessor company in any of the capacities described above and to any employee or agent of the Company or such predecessor.

We entered into customary indemnification agreements with our directors and executive officers that will require us, among other things, to indemnify our directors and executive officers against certain liabilities that may arise by reason of their status as directors or officers to the maximum extent permitted by Maryland law and provide for the advancement of expenses in connection therewith.

The foregoing is only a general summary of certain aspects of Maryland law and our governing documents, and does not purport to be complete. It is qualified in its entirety by reference to our bylaws, which are filed as an exhibit to this registration statement, and to the relevant provisions of Maryland law.

Insofar as indemnification for liabilities arising under the Securities Act, may be permitted for our directors and officers, or for persons controlling us, pursuant to our charter, bylaws or Maryland law, or pursuant to an indemnification agreement, we acknowledge that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit Number		Exhibit Name		Filed Herewith
4.1		Description of Capital Stock incorporated herein by reference to Exhibit 4.1 to the Form 10-K filed with the Securities and Exchange Commission as of March 13, 2025
4.2		Strawberry Fields REIT, Inc. 2021 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.7 to the Registration Statement on Form 10 filed with the Securities and Exchange Commission as of July 12, 2022
5.1		Opinion of Shapiro Sher Guinot & Sandler, P.A. regarding the validity of the securities being registered		*
23.1		Consent of Hacker, Johnson & Smith, PA		*
23.2		Consent of Shapiro Sher Guinot & Sandler, P.A. (included in Exhibit 5.1)		*
24.1		Power of Attorney (included on signature page to this registration statement)		*
107*		Filing Fee Table.

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Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South Bend, State of Indiana on July 21, 2025.

	STRAWBERRY FIELDS REIT, INC.
	By:	/s/ Moishe Gubin
		Moishe Gubin
		Chairman and Chief Executive Officer
		Principal Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Moishe Gubin and Jeffrey Bajtner, and each of them, their true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and any additional related registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended (including post-effective amendments to the registration statement and any such related registration statements), and to file the same, with all exhibits thereto, and any other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the Registration Statement has been signed by the following persons on July 21, 2025 in the capacities indicated.

Signature		Title
/s/ Moishe Gubin		Chairman and Chief Executive Officer
Moishe Gubin		(Principal Executive Officer)
/s/ Greg Flamion		Chief Financial Officer
Greg Flamion		(Principal Financial Officer and Principal Accounting Officer)
/s/ Michael Blisko
Michael Blisko		Director
/s/ Jack Levine
Jack Levine		Director
/s/ Mark Myers
Mark Myers		Director
/s/ Stanford Gertz
Stanford Gertz		Director
/s/ Ted Lerman
Ted Lerman		Director

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FAQ

What did Shenandoah Telecommunications (SHEN) file on July 31 2025?

SHEN filed a Form 8-K to furnish its Q2 2025 earnings press release and related presentation materials.

Where can investors find SHEN's Q2 2025 financial numbers?

The quantitative results are in Exhibit 99.1 and on the Investor section of Shentel.com, not in the body of the 8-K.

Does the 8-K include any forward guidance or strategic updates for SHEN?

No. The filing only references the press release; it contains no explicit guidance or strategic changes.

Is the furnished press release subject to Section 18 liability?

Because the information is "furnished" (not "filed"), it is generally not subject to Section 18 of the Exchange Act.

Which exhibit number contains the earnings press release in SHEN's 8-K?

Exhibit 99.1 contains the Second Quarter 2025 Earnings Press Release.