Business Context and Reporting Period
This Form 8-K Current Report was filed by Sachem Capital Corp. on November 9, 2018. The filing reports the entry into a material definitive agreement to facilitate the sale of common stock.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on a new financing arrangement.
- Maximum Offering Size: Up to $16,000,000 of common shares.
- Agent: B. Riley FBR, Inc.
- Compensation: Commissions, discounts, or other compensation up to 7.0% of the gross proceeds from sales.
- Share Par Value: $0.001 per share.
Material Changes
On November 9, 2018, the Company entered into an At Market Issuance Sales Agreement. This agreement allows the Company to offer and sell shares through the Agent in "at the market offerings" as defined under Rule 415 of the Securities Act of 1933. The Company has no obligation to sell any shares under this agreement.
Guidance, Outlook, and Risks
Management Commentary: The Company filed a prospectus supplement dated November 9, 2018, in connection with this offering. The Agent may purchase shares for its own account if expressly authorized.
Risks and Contingencies: The agreement includes customary indemnification provisions where the Company agrees to indemnify the Agent against certain liabilities under the Securities Act. The filing explicitly states it does not constitute an offer to sell shares in any jurisdiction where such an offer would be unlawful.
Investor Verification Checklist
- Verify the current market price of Sachem Capital Corp. common stock to assess the potential dilution impact of a $16 million offering.
- Review the attached Exhibit 1.1 (Sales Agreement) for specific termination provisions and conditions precedent.
- Confirm the status of the Registration Statement on Form S-3 (File No. 333-227906) referenced in the filing.
- Monitor future filings for actual sales volumes and proceeds generated under this agreement.