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): November 20, 2019

 

SACHEM CAPITAL CORP.

(Exact name of Registrant as specified in its charter)

 

New York   001-37997   81-3467779
(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
6.875% Notes due 2024 SACC 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 8.01. Other Events.

 

On November 20, 2019, Sachem Capital Corp. issued a press release announcing the full exercise and closing of the over-allotment option for an additional $4.5 million original principal amount of its 6.875% unsecured unsubordinated notes due December 30, 2024 (“Notes”) by the underwriters of its public offering of Notes in November 2019 (the “Over-allotment Press Release”). A copy of the Over-allotment Press Release is attached as Exhibit 99.1, to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

No.

 

Description

99.1 Press Release, dated November 20, 2019, announcing the full exercise and closing of the over-allotment option.

 

* * * * *

 

 

 

 

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.

 

 

  Sachem Capital Corp.
     
Dated:   November 20, 2019 By: /s/ John L. Villano
    John L. Villano, CPA
    Co-Chief Executive Officer and
    Chief Financial Officer

 

 

 

 

Exhibit Index

  

Exhibit

No.

 

Description

99.1 Press Release, dated November 20, 2019, announcing the full exercise and closing of the over-allotment option.

 

 

 

 

Exhibit 99.1

 

 

 

FOR IMMEDIATE RELEASE

 

SACHEM CAPITAL CORP. ANNOUNCES ADDITIONAL $4.5 MILLION GROSS

PROCEEDS FROM EXERCISE OF OVER-ALLOTMENT OPTION IN CONNECTION

WITH PUBLIC OFFERING OF 6.875% NOTES DUE 2024

 

Branford, Connecticut, November 20, 2019 -- Sachem Capital Corp. (NYSE American: SACH) today announced that it sold an additional $4.5 million original principal amount of its 6.875% unsecured unsubordinated notes due December 30, 2024 (“Notes”) (NYSE American: SACC), pursuant to the exercise of the underwriters’ over-allotment option, resulting in additional net proceeds to the company of approximately $4.3 million. Overall, Sachem sold 1,380,000 Notes for aggregate gross proceeds of $34.5 million and net proceeds, after paying underwriting discounts and commissions and other deal related expenses, of approximately $32.9 million.

 

Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSE American: LTS), and Janney Montgomery Scott LLC acted as joint book-running managers for the offering. National Securities Corporation, a wholly owned subsidiary of National Holdings Corporation (NASDAQ: NHLD) acted as the lead manager for the offering.

 

About Sachem Capital Corp.

 

Sachem Capital Corp. specializes in originating, underwriting, funding, servicing and managing a portfolio of mortgage loans secured by first mortgage liens on real property (referred to in the industry as “hard money” loans). Its customers include real estate investors and developers who use the proceeds of the loans to fund their acquisition, renovation, development, rehabilitation and/or improvement of properties located primarily in Connecticut. The properties securing Sachem Capital Corp.’s loans are generally classified as residential or commercial real estate and, typically, are held for resale or investment. Sachem Capital Corp. does not lend to owner occupants. Sachem Capital Corp.’s primary underwriting criteria is a conservative loan to value ratio. Sachem Capital Corp. has elected to be taxed and operates as a real estate investment trust (REIT) for federal income tax purposes.

 

Forward Looking Statements

 

Statements included herein may contain “forward-looking statements”. Statements other than statements of historical facts included in this press release may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of assumptions, risks and uncertainties, which change over time. Actual results may differ materially from those anticipated in any forward-looking statements as a result of a number of factors, including those described from time to time in filings by Sachem Capital Corp. with the Securities and Exchange Commission. Except as required by law, Sachem Capital Corp. undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.

  

Investor & Media Contact:

Crescendo Communications, LLC

Email: sach@crescendo-ir.com

Tel: (212) 671-1021

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