REFI Chicago Atlantic Real Estate Finance Inc

Item 1.01 Entry into a Material Definitive Agreement

On June 20, 2023, Chicago Atlantic Real Estate Finance, Inc. (the “Company”) and Chicago Atlantic REIT Manager LLC (the “Manager”) entered into separate at-the-market sales agreements (each a “Sales Agreement” and together, the “Sales Agreements”) with BTIG, LLC, Compass Point Research & Trading LLC, and Oppenheimer & Co. Inc. (each a “Sales Agent” and together, the “Sales Agents”). Under the Sales Agreements, the Company may, but has no obligation to, issue and sell, from time to time, up to $75,000,000 in aggregate offering price of shares of its common stock, par value $0.01 per share (the “Shares”), through the Sales Agents, or to them, as principals for their own accounts. The Company intends to use the net proceeds, if any, from this “at-the-market” offering to fund the Company’s loan pipeline, pay down borrowings on the Company’s revolving credit facility and for general corporate purposes.

Sales of the Shares, if any, will be made under the prospectus supplement, dated June 20, 2023 (the “Prospectus Supplement”), as it may be supplemented from time to time, and the accompanying prospectus, dated January 19, 2023 (together with the Prospectus Supplement, including any documents incorporated or deemed to be incorporated by reference therein, the “Prospectus”) by any method that is deemed to be part of an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, sales made directly on the Nasdaq Global Market, on any other existing trading market for our common stock, in block trades or to or through a market maker or through an electronic communications network.

Under the terms of the Sales Agreements, the Sales Agents will receive a commission from the Company in an amount up to 3.0% of the gross sales price of any Shares sold through the Sales Agents under the Sales Agreements and reimbursement of certain expenses. The Sales Agreements contain customary representations, warranties and agreements of the Company and the Manager, indemnification rights and obligations of the parties, and termination provisions.

The Shares, if any, will be offered, issued and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-268920) and the Prospectus.

The foregoing description of the Sales Agreements is not complete and is qualified in its entirety by reference to the full text of the Form of Sales Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference. A copy of the opinion of Venable LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.