AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 2022

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) or (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

SACHEM CAPITAL CORP.
(Exact Name of Registrant as Specified in Its Charter)

 

New York   81-3467779
(State of Incorporation or Organization)   (I.R.S. Employer
Identification No.)
     

698 Main Street

Branford, Connecticut

  06405
(Address of Principal Executive Offices)   (Zip Code)
     
Securities to be registered pursuant to Section 12(b) of the Act:                     
     
Title of Each Class
to be so Registered
  Name of Each Exchange on Which
Each Class is to be Registered

8.00% Notes due 2027

  NYSE American LLC
     
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  

 

 

 

x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  

 

 

 

¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  

 

 

¨

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

 

 

 

333-262859 (if applicable)

 

Securities to be registered pursuant to Section 12(g) of the Act:   None.

 

 

 

 

 

 

Item 1. Description of Registrant's Securities to be Registered.

 

The class of securities to be registered hereby is the 8.00% Notes due 2027 (the “Notes”) of Sachem Capital Corp. (the “Company”). For a description of the Notes, reference is made to (i) the information under the heading “Description of Debt Securities” in the Company’s shelf registration statement on Form S-3 (Registration No. 333-262859), and declared effective by the Securities and Exchange Commission on February 25, 2022, and (ii) the information with respect to the Notes under the heading “Description of the Notes” included in the Prospectus Supplement, dated August 17, 2022, filed with the Commission pursuant to Rule 424(b) of the general rules and regulations of the Securities Act of 1933, which information is incorporated herein by reference.

 

Item 2. Exhibits

 

4.1 Indenture, dated as of June 21, 2019, between the Company and U.S. Bank Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on June 25, 2019).
4.2 Form of Seventh Supplemental Indenture between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee.
4.3 Form of 8.00% Note due 2027 (attached as Exhibit A to Exhibit 4.2 above).

 

********

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Dated:       August 18, 2022

 

  Sachem Capital Corp.
     
  By: /s/ John L. Villano
    John L. Villano, CPA
    Chief Executive Officer

 

 

 

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