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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): February 27, 2023

 

Chicago Atlantic Real Estate Finance, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland   001-41123   86-3125132

(State or other jurisdiction of
incorporation or organization)

   (Commission File Number)  

(IRS Employer
Identification Number)

 

420 N. Wabash Avenue, Suite 500, Chicago, Illinois 60611

(Address of principal executive offices) (zip code)

 

Registrant’s telephone number, including area code (312) 809-7002

 

 

 

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   Trading Symbol(s)   Name of each exchange on which registered
Common stock, par value $0.01 per share   REFI   The Nasdaq Global Market 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 ☒

 

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 1.01 Entry into a Material Definitive Agreement.

 

On February 27, 2023, Chicago Atlantic Lincoln, LLC (“CAL”), a Delaware limited liability company and a wholly-owned financing subsidiary of Chicago Atlantic Real Estate Finance, Inc. (the “Company”), entered into the First Amendment (the “First Amendment”) to the Third Amended and Restated Loan and Security Agreement (the “Third Amended and Restated LSA”) by and among CAL and other borrowers from time to time party thereto, as the borrower (the “Borrowers”), and the various financial institutions party thereto, as lenders (the “Lenders”) related to a secured revolving credit facility (the “Revolving Loan”).

 

The First Amendment amends the Third Amended and Restated LSA, dated November 7, 2022, to extend the maturity date from December 16, 2023 to December 16, 2024 and extend the period during which the Company may exercise the one-year extension option, subject to customary closing conditions. No other material terms of the Third Amended and Restated LSA were modified as a result of the execution of the First Amendment.

 

On February 28, 2023, the Company issued a press release announcing the closing of the First Amendment. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

   

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

 

The information contained in Item 1.01 to this Current Report on Form 8-K is by this reference incorporated in this Item 2.03.

  

Item 9.01 Financial Statements and Exhibits.

  

d) Exhibits.

 

Exhibit
Number		   Description
99.1   Press release, dated February 28, 2023.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CHICAGO ATLANTIC REAL ESTATE FINANCE, INC.
     
Date: February 28, 2023 By: /s/ Anthony Cappell
    Name:  Anthony Cappell
    Title: Chief Executive Officer

 

 

2
 

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