Current Report Filing (8-k)
11 Octobre 2022 - 2:01PM
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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):
October 6, 2022
SACHEM
CAPITAL CORP.
(Exact name of Registrant as specified in its
charter)
New
York |
|
001-37997 |
|
81-3467779 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
698
Main Street, Branford,
Connecticut |
|
06405 |
(Address
of Principal Executive Office) |
|
(Zip
Code) |
Registrant's
telephone number, including area code (203)
433-4736
(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:
| ¨ | 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 |
Ticker
symbol(s) |
Name
of each exchange on which registered |
Common
Shares, par value $.001 per share |
SACH |
NYSE
American LLC |
7.125%
Notes due 2024 |
SCCB |
NYSE
American LLC |
6.875%
Notes due 2024 |
SACC |
NYSE
American LLC |
7.75%
notes due 2025 |
SCCC |
NYSE
American LLC |
6.00%
notes due 2026 |
SCCD |
NYSE
American LLC |
6.00%
notes due 2027 |
SCCE |
NYSE
American LLC |
7.125%
notes due 2027 |
SCCF |
NYSE
American LLC |
8.00%
notes due 2027 |
SCCG |
NYSE
American LLC |
7.75%
Series A Cumulative Redeemable Preferred Stock, Liquidation Preference $25.00 per share |
SACHPRA |
NYSE
American LLC |
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 1934 (§240.12b-2 of this chapter)
Emerging growth company
x
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.
Stock Purchase Plan
Effective on October 7, 2022, the Board of
Directors of Sachem Capital Corp. (the “Company”) adopted a stock repurchase plan (the “Repurchase
Program”), pursuant to which the Company may repurchase up to an aggregate of $7,500,000 of its common shares (“Common
Shares”). Under the Repurchase Program, share repurchases will be made from time to time on the open market at prevailing
market prices or in negotiated transactions off the market in accordance with applicable federal securities laws, including Rule
10b-18 and 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Repurchase Program is
expected to continue through September 30, 2023, unless extended or shortened by the Company’s Board of Directors. Ladenburg
Thalmann & Co. Inc. will act as the Company’s exclusive purchasing agent under the Repurchase Program.
The Company cannot predict when or if it will repurchase
any of its common shares under the Repurchase Program as repurchases will depend on a number of factors, including constraints specified
in any Rule 10b5-1 Plan, price, general business and market conditions, and alternative investment opportunities. Information regarding
share repurchases under the Repurchase Program will be available in the Company’s periodic reports on Forms 10-Q and 10-K filed
with the U.S. Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
Attached as Exhibit 99.1 to this Current Report
on Form 8-K is a copy of the press release announcing the authorization of the Repurchase Program.
Urbane Acquisition
On October 6, 2022, the Company acquired substantially
all the business assets of Urbane New Haven, LLC (“Urbane”), a real estate firm specializing in all phases of real estate
development and construction, including architecture, design, contracting and marketing. The purchase price for the assets was 300,000
Common Shares. In connection with the acquisition, Eric O’Brien, one of the owners of Urbane, has been hired by the Company as its
new Senior Vice President, Asset Management. Mr. O’Brien’s primary responsibilities include construction management oversight
and real estate development.
The Company believes that the acquisition of Urbane
is both strategic and highly synergistic, as the Urbane team will be overseeing the Company’s construction finance business, which
has grown significantly over the past few years. Having Urbane’s construction expertise internally will allow Sachem to take on
larger and more profitable construction loans, as well as further vertically integrate its lending platform. The Company further believes
that the inclusion of Urbane into its construction loan origination process will be an important addition to its capabilities as it continues
to grow as it will provide the Company with greater flexibility compared to traditional lenders and help further differentiate the Company,
allowing it to take on additional projects at favorable terms with attractive margins, while continuing to expand its market share.
Attached as Exhibit 99.2 to this Current Report
on Form 8-K is a copy of the press release announcing the acquisition of Urbane.
* * *
This
report contains forward-looking statements, as that term is defined under the Exchange Act, including statements regarding repurchases
by the Company of its common shares under the Repurchase Program. All statements other than statements of historical facts contained
in this Current Report on Form 8-K are forward-looking statements. By their nature, forward-looking statements are subject to risks, uncertainties,
and contingencies, including changes in price and volume and the volatility of the Company’s common shares, adverse developments
affecting either or both the prices and trading the Company’s securities listed on the NYSE American LLC, and unexpected or otherwise
unplanned or alternative requirements with respect to the capital investments of the Company. The Company does not undertake to update
any forward-looking statements, including those contained in this report.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
* * * * *
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.
Dated: October 10, 2022 |
By: |
/s/John L. Villano |
|
|
John L. Villano, CPA |
|
|
Chief Executive Officer |
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