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): August 24, 2022

SACHEM CAPITAL CORP. 

(Exact name of Registrant as specified in its charter)

Registrant's telephone number, including area code (203) 433-4736

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:

Securities registered pursuant to Section 12(b) of the Act:

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.     ¨

On August 24, 2022, Sachem Capital Corp. (the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with Ladenburg Thalmann & Co., Inc. as distribution agent (the “Agent’), pursuant to which the Company may offer and sell, from time to time, through the Agent common shares, par value $0.001 per share of the Company (the “Common Shares”), and shares of its 7.75% Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share of the Company (the “Preferred Shares” and together with the Common Shares, the “Placement Shares”), in accordance with the terms and conditions set forth in the Sales Agreement.

Sales of Placement Shares, if any, made under the Sales Agreement will be made by any method permitted by law that is deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). Under the terms of the Sales Agreement, the Agent may also purchase Placement Shares for its own account as principal if expressly authorized to do so by the Company. Under the Sales Agreement, the Company will pay the Agent commissions, discounts or other forms of compensation of up to 2.0% on the sale of Placement Shares. The Company has no obligation to sell any Placement Shares under the Sales Agreement.

The offer and sale of the Placement Shares will be pursuant to a prospectus supplement, dated August 24, 2022 (the “Prospectus Supplement”), to the Company’s Registration Statement on Form S-3 (File No. 333-262859) (the “Registration Statement”) declared effective by the Securities and Exchange Commission (the “SEC”) on February 25, 2022. Under the Prospectus Supplement, up to $75,00,000 of Common Shares and Preferred Shares with an aggregate liquidation preference of up to $25,000,000 may be sold from time to time through the Agent.

The Sales Agreement contains customary representations, warranties and agreements of the Company and the Agent, indemnification rights and obligations of the parties, and termination provisions. Under the terms of the Sales Agreement, the Company agreed to indemnify the Agent against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the Agent may be required to make because of those liabilities.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 1.1 and incorporated by reference herein and into the Prospectus Supplement and accompanying base prospectus, which form a part of the Registration Statement.

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 Placement Shares 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.

(a) On August 23, 2022, the Company filed a Certificate of Amendment of the Certificate of Incorporation with the Department of State of the State of New York to increase the number of authorized Preferred Shares from 1,955,000 to 2,903,000 and to fix the number of the Common Shares reserved upon conversion of the Preferred Shares at 72,575,000 (the “Certificate of Amendment”). Except as otherwise set forth in the prior sentence, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, or terms or conditions of redemption of the Preferred Shares are unchanged.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1(e) and is incorporated herein by reference and into the Prospectus Supplement and the related base prospectus, which forms a part of the Registration Statement.

(d) Exhibits

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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.

Exhibit Index