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Washington, D.C. 20549 










Date of Report (Date of earliest event reported): July 14, 2021



(Exact name of Registrant as specified in its charter)


New York   001-37997   81-3467779
(State or other jurisdiction
of incorporation)
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
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.     ¨







Item 7.01. Regulation FD Disclosure.


On July 14, 2021, Sachem Capital Corp. (the “Company”) issued a press release announcing that Sachem Acquisition Corp. (“SAC”), a Maryland corporation organized as a special purpose acquisition company, filed a Registration Statement on Form S-1 (“Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”) in connection with a proposed initial public offering of its units. SAC is directly owned by Sachem Sponsor LLC, a New York limited liability company (“Sponsor”) that was organized by, and to which the initial capital was contributed by, the Company. The Company owns 100% of Sponsor. SAC will be managed by the Company’s management team. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.


The units may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the units in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. When available, copies of the prospectus related to the proposed initial offering by SAC may be obtained for free by visiting EDGAR on the SEC's website at www.sec.gov or by sending a written request to EF Hutton, division of Benchmark Investments, LLC, 590 Madison Avenue, 39th Floor, New York, NY, 10022, Attention: Syndicate Department, or by emailing a request to syndicate@efhuttongroup.com or by calling (212) 404-7002.


This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the SEC under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed "filed" for any purpose.



Item 9.01.Financial Statements and Exhibits.


(d) Exhibits


99.1   Press Release, dated July 14, 2021, announcing the filing of a Registration Statement by Sachem Acquisition Corp., a special purpose acquisition company and a wholly-owned subsidiary of the Company.  
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).



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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.



  Sachem Capital Corp.
Dated: July 15, 2021 By: /s/John L. Villano
    John L. Villano, CPA
    Chief Executive Officer and
    Chief Financial Officer





Exhibit Index


99.1   Press Release, dated July 14, 2021, announcing the filing of a Registration Statement by Sachem Acquisition Corp., a special purpose acquisition company and a wholly-owned subsidiary of the Company.    



* * * * *