SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 28, 2019
SACHEM CAPITAL CORP.
(Exact name of Registrant as specified in its charter)
|(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|
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 1.01.||Entry into a Material Definitive Agreement.|
On June 28, 2019, Sachem Capital Corp. (the “Company”) entered into an At Market Issuance Sales Agreement (the “Sales Agreement”) with Ladenburg Thalmann & Co. Inc. and Janney Montgomery Scott LLC, as distribution agents (collectively, the “Agents’), pursuant to which the Company may offer and sell, from time to time, through the Agents common shares, par value $0.001 per share of the Company (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 June 28, 2019 (the “Prospectus Supplement”), to the Company’s Registration Statement on Form S-3 (File No. 333-227906) (the “Registration Statement”) declared effective by the Securities and Exchange Commission (the “SEC”) on November 9, 2018, filed by the Company with the SEC on July 1, 2019. Under the Prospectus Supplement up to $30 million of Placement Shares may be sold.
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 Agents against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the Agents 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.
|Item 1.02.||Termination of a Material Definitive Agreement.|
Effective on July 6, 2019, the Company terminated the At Market Issuance Sales Agreement with B. Riley FBR, Inc., dated November 9, 2018 (the “Prior Sales Agreement”). A complete description of the Prior Sales Agreement is incorporated by reference herein to the Company’s Current Report on Form 8-K filed with the SEC on November 9, 2018.
|Item 8.01.||Other Events.|
On July 2, 2019, the Company issued a press release announcing the issuance and sale of an additional $663,000 principal amount of the Company’s 7.125% unsecured unsubordinated notes due June 30, 2024 (the “Notes”) resulting in additional net proceeds to the Company of approximately $630,000 (the “Overallotment Press Release”). The Notes are being sold as a result of the partial-exercise by the Underwriters of their 30-day overallotment option. A complete description of the Notes and the related offering is included in the Company’s Current Report on Form 8-K filed with the SEC on June 25, 2019. A copy of the Overallotment Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
|Item 9.01.||Financial Statements and Exhibits.|
|1.1||At Market Issuance Sales Agreement between Sachem Capital Corp., on the one hand, and Ladenburg Thalmann & Co. Inc. and Janney Montgomery Scott LLC, as agents, on the other hand, dated June 28, 2019.|
|99.1||Press Release dated July 2, 2019.|
* * * * *
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 2, 2019||By:||/s/ John L. Villano|
|John L. Villano, CPA|
Co-Chief Executive Officer and
Chief Financial Officer