|
New York
|
| |
6798
|
| |
81-3467779
|
|
|
(State or Other Jurisdiction of
Incorporation or Organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification No.) |
|
|
Joel J. Goldschmidt, Esq.
Morse, Zelnick, Rose, & Lander, LLP 825 Third Avenue New York, NY 10022 Tel: (212) 838-8269 Fax: (212) 208-6809 |
| |
Brad L. Shiffman, Esq.
Blank Rome LLP The Chrysler Building 405 Lexington Avenue New York, NY 10174-0208 Tel: (212) 885-5000 Fax: (212) 885-5001 |
|
| Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☐ | | | Smaller Reporting Company ☒ | |
| (Do not check if a smaller reporting company) | | | Emerging Growth Company ☒ | |
|
Securities and Exchange Commission registration fee
|
| | | $ | 1,700 | | |
|
Financial Industry Regulatory Authority, Inc. filing fee
|
| | | | 2,700 | | |
|
NYSE MKT listing fee
|
| | | | 58,000 | | |
|
Legal fees and expenses
|
| | | | 100,000 | | |
|
Accounting fees and expenses
|
| | | | 30,000 | | |
|
Printing and engraving expenses
|
| | | | 15,000 | | |
|
Transfer agent fees
|
| | | | 5,000 | | |
|
Underwriter’s accountable expenses
|
| | | | 85,000 | | |
|
Miscellaneous
|
| | | | 100,000 | | |
|
Total
|
| | | $ | 397,400 | | |
|
|
Exhibit
No. |
| |
Description
|
|
| 1.1 | | | Form of Underwriting Agreement (including Form of Representative’s Warrant)(6) | |
| 2.1 | | | Form of Amended and Restated Exchange Agreement(2) | |
| 3.1 | | | Certificate of Incorporation(2) | |
| 3.1(a) | | | Certificate of Amendment to Certificate of Incorporation(2) | |
| 3.2 | | | Bylaws, as amended(3) | |
| 4.1 | | | Form of Representative Warrant (included in Exhibit 1.1) | |
| 5.1 | | |
Legal Opinion(1)
|
|
| 8.1 | | |
Tax Opinion(1)
|
|
| 10.1** | | | Employment Agreement by and between John C. Villano and Sachem Capital Corp.(2) | |
| 10.2** | | | Employment Agreement by and between Jeffrey L. Villano and Sachem Capital Corp.(2) | |
| 10.3 | | | Sachem Capital Corp. 2016 Equity Compensation Plan(2) | |
| 10.4.1 | | | Amended and Restated Revolving Note, dated March 15, 2016, in the principal amount of $15,000,000.00(2) | |
| 10.4.2 | | | Form of Second Amended and Restated Commercial Revolving Loan and Security Agreement, February 8, 2017, among Bankwell Bank, as Lender, and Sachem Capital Partners, LLC, as Existing Borrower, and Sachem Capital Corp., as Borrower(2) | |
| 10.4.3 | | | Guaranty Agreement, dated December 18, 2014(2) | |
| 10.4.4 | | | Form of Second Reaffirmation of Guaranty Agreement, dated February 8, 2017(2) | |
| 10.4.5 | | | Amended and Restated Revolving Note, dated June 30, 2017, in the principal amount of $20,000,000.00(5) | |
| 10.4.6 | | | Modification of Second Amended and Restated Commercial Revolving Loan and Security Agreement, dated as of June 30, 2017, among Bankwell Bank (as lender), Sachem Capital Corp. (as borrower), and John L. Villano, Jeffrey C. Villano and JJV, LLC, (as guarantors)(5) | |
| 10.4.7 | | | Third Reaffirmation of Guaranty Agreement, dated June 30, 2017(5) | |
| 10.5 | | | Limited Liability Operating Agreement of Sachem Capital Partners, LLC(2) | |
| 21.1 | | | List of Subsidiaries(4) | |
| 23.1 | | | Consent of Hoberman & Lesser, LLP, dated July 7, 2017(6) | |
| 23.2 | | | Consent of Morse, Zelnick, Rose & Lander, LLP (included in Exhibit 5.1) | |
| 24.1 | | | Power of Attorney (included on Signature Page)(6) | |
| 101.INS | | | XBRL Instance Document(6) | |
| 101.SCH | | | XBRL Taxonomy Extension Schema Document(6) | |
| 101.CAL | | | XBRL Taxonomy Extension Calculation Linkbase Document(6) | |
| 101.DEF | | | XBRL Taxonomy Extension Definition Linkbase Document(6) | |
| 101.LAB | | | XBRL Taxonomy Extension Label Linkbase Document(6) | |
| 101.PRE | | | XBRL Taxonomy Extension Presentation Linkbase Document(6) | |
| | | | Sachem Capital Corp. | |
| | | |
By:
/s/ Jeffrey C. Villano
Jeffrey C. Villano
Co-Chief Executive Officer |
|
|
Signature
|
| |
Date
|
| |
Title
|
|
|
/s/ John L. Villano*
John L. Villano, CPA
|
| |
July 21, 2017
|
| | Chairman, Co-Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer and Principal Financial Officer) | |
|
/s/ Jeffrey C. Villano
Jeffrey C. Villano
|
| |
July 21, 2017
|
| | Co-Chief Executive Officer, President and Director (Principal Executive Officer and Principal Operating Officer) | |
|
/s/ Arthur Goldberg*
Arthur Goldberg
|
| |
July 21, 2017
|
| | Director | |
|
/s/ Leslie Bernhard*
Leslie Bernhard
|
| |
July 21, 2017
|
| | Director | |
|
/s/ Brian Prinz
Brian Prinz
|
| |
July 21, 2017
|
| | Director | |
|
* By
/s/ Jeffrey C. Villano
Jeffrey C. Villano,
as attorney-in-fact |
|
|
Exhibit
No. |
| |
Description
|
|
| 1.1 | | | Form of Underwriting Agreement (including Form of Representative’s Warrant)(6) | |
| 2.1 | | | Form of Amended and Restated Exchange Agreement(2) | |
| 3.1 | | | Certificate of Incorporation(2) | |
| 3.1(a) | | | Certificate of Amendment to Certificate of Incorporation(2) | |
| 3.2 | | | Bylaws, as amended(3) | |
| 4.1 | | | Form of Representative Warrant (included in Exhibit 1.1) | |
| 5.1 | | |
Legal Opinion(1)
|
|
| 8.1 | | |
Tax Opinion(1)
|
|
| 10.1** | | | Employment Agreement by and between John C. Villano and Sachem Capital Corp.(2) | |
| 10.2** | | | Employment Agreement by and between Jeffrey L. Villano and Sachem Capital Corp.(2) | |
| 10.3 | | | Sachem Capital Corp. 2016 Equity Compensation Plan(2) | |
| 10.4.1 | | | Amended and Restated Revolving Note, dated March 15, 2016, in the principal amount of $15,000,000.00(2) | |
| 10.4.2 | | | Form of Second Amended and Restated Commercial Revolving Loan and Security Agreement, February 8, 2017, among Bankwell Bank, as Lender, and Sachem Capital Partners, LLC, as Existing Borrower, and Sachem Capital Corp., as Borrower(2) | |
| 10.4.3 | | | Guaranty Agreement, dated December 18, 2014(2) | |
| 10.4.4 | | | Form of Second Reaffirmation of Guaranty Agreement, dated February 8, 2017(2) | |
| 10.4.5 | | | Amended and Restated Revolving Note, dated June 30, 2017, in the principal amount of $20,000,000.00(5) | |
| 10.4.6 | | | Modification of Second Amended and Restated Commercial Revolving Loan and Security Agreement, dated as of June 30, 2017, among Bankwell Bank (as lender), Sachem Capital Corp. (as borrower), and John L. Villano, Jeffrey C. Villano and JJV, LLC, (as guarantors)(5) | |
| 10.4.7 | | | Third Reaffirmation of Guaranty Agreement, dated June 30, 2017(5) | |
| 10.5 | | | Limited Liability Operating Agreement of Sachem Capital Partners, LLC(2) | |
| 21.1 | | | List of Subsidiaries(4) | |
| 23.1 | | | Consent of Hoberman & Lesser, LLP, dated July 7, 2017(6) | |
| 23.2 | | | Consent of Morse, Zelnick, Rose & Lander, LLP (included in Exhibit 5.1) | |
| 24.1 | | | Power of Attorney (included on Signature Page)(6) | |
| 101.INS | | | XBRL Instance Document(6) | |
| 101.SCH | | | XBRL Taxonomy Extension Schema Document(6) | |
| 101.CAL | | | XBRL Taxonomy Extension Calculation Linkbase Document(6) | |
| 101.DEF | | | XBRL Taxonomy Extension Definition Linkbase Document(6) | |
| 101.LAB | | | XBRL Taxonomy Extension Label Linkbase Document(6) | |
| 101.PRE | | | XBRL Taxonomy Extension Presentation Linkbase Document(6) | |