What changed in this filing

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Item 1A. Risk Factors

2022-11-10 compared with 2022-08-10 · 15 added, 101 removed, 9 unchanged (93% of the section changed)

1 unchanged sentence

If we are unable to fund these commitments, we may be subject to borrower legal claims.

At June 30, 2022, we had unfunded commitments under existing loans of approximately $119.1 million.

At September 30, 2022, we had unfunded commitments under existing loans of approximately $118.1 million.

We do not record these unfunded commitments as liabilities on our balance sheets as the unfunded portion of the loans are not included in the outstanding mortgage loan balances.

5 unchanged sentences

This could have a material and adverse impact on our business reputation, our operations as well as our financial condition.

Form of Amended and Restated Exchange Agreement (1)

Certificate of Incorporation (1)

Certificate of Amendment to Certificate of Incorporation (1)

Certificate of Amendment to Certificate of Incorporation filed on October 7, 2019 (2)

Certificate of Amendment to Certificate of Incorporation filed on June 25, 2021 (10)

Certificate of Amendment to Certificate of Incorporation filed on July 19, 2022 *

Amended and Restated Bylaws, effective as of November 25, 2019 (3)

Form of Representatives’ Warrants issued on October 27, 2017 in connection with the follow-on underwritten public offering (4)

Indenture, dated as of June 21, 2019, between the Company and U.S.

Bank National Association, as Trustee (5)

First Supplemental Indenture, dated as of June 25, 2019, between the Company and U.S.

Bank National Association, as Trustee (5)

Form of 7.125% Notes due 2024 (5)

Second Supplemental Indenture between the Company and U.S.

Bank National Association, as Trustee (2)

Form of 6.875% Notes due 2024 (7)

Third Supplemental Indenture between the Company and U.S.

Bank National Association, as Trustee (8)

Form of 7.75% Notes due 2025 (included as Exhibit A to Exhibit 4.7 above)

Specimen 7.75% Series A Cumulative Redeemable Preferred Stock Certificate.

Fourth Supplemental Indenture between the Company and U.S.

Bank National Association, as Trustee (11)

Form of 6.00% Note due 2026 (attached as Exhibit A to Exhibit 4.10 above).

Fifth Supplemental Indenture between the Company and U.S.

Bank Trust Company, National Association, as Trustee (15)

Form of 6.00% Note due 2027 (attached as Exhibit A to Exhibit 4.12 above)

Sixth Supplemental Indenture between the Company and U.S.

Bank Trust Company, National Association, as Trustee (17)

Form of 7.125% Note due 2027 (attached as Exhibit A to Exhibit 4.14 above)

Employment Agreement by and between John L.

Villano and Sachem Capital Corp (1)

Sachem Capital Corp.

2016 Equity Compensation Plan (1)

Final Form of the Restrictive Stock Grant Agreement dated July 17, 2018 under the Sachem Capital Corp.

2016 Equity Compensation Plan between the Company and each of Leslie Bernhard, Arthur Goldberg and Brian Prinz (6)

Final Form of the Restrictive Stock Grant Agreement dated October 4, 2019 under the Sachem Capital Corp.

2016 Equity Compensation Plan between the Company and each of Leslie Bernhard, Arthur Goldberg and Brian Prinz (2)

Final Form of the Restrictive Stock Grant Agreement dated April 2021 under the Sachem Capital Corp.

2016 Equity Compensation Plan between the Company and each of John L.

Villano and Peter J.

Master Repurchase Agreement and Securities Contract, dated as of July 21, 2021, between Sachem Capital Corp.

and Churchill MRA Funding I LLC (13)

Custodial Agreement, dated as of July 21, 2021, among Sachem Capital Corp., Churchill MRA Funding I LLC.

Bank National Association (13)

Agreement and General Release, dated as of January 14, 2022, between Sachem Capital Corp.

Final Form of the Restrictive Stock Grant Agreement dated April 2022 under the Sachem Capital Corp.

2016 Equity Compensation Plan between the Company and John L.

Final Form of the Restrictive Stock Grant Agreement dated October 15, 2020 under the Sachem Capital Corp.

2016 Equity Compensation Plan between the Company and each of Leslie Bernhard, Arthur Goldberg and Brian Prinz *

Final Form of the Restrictive Stock Grant Agreement dated October 13, 2021 under the Sachem Capital Corp.

2016 Equity Compensation Plan between the Company and each of Leslie Bernhard, Arthur Goldberg and Brian Prinz *

Final Form of the Restrictive Stock Grant Agreement dated July 19, 2022 under the Sachem Capital Corp.

2016 Equity Compensation Plan between the Company and each of Leslie Bernhard, Arthur Goldberg and Brian Prinz *

Employment Agreement, dated July 26, 2022, by and between John E.

Warch and Sachem Capital Corp.

Chief Executive Officer Certification as required under section 302 of the Sarbanes Oxley Act *

Chief Financial Officer Certification as required under section 302 of the Sarbanes Oxley Act *

Chief Executive Officer Certification pursuant to 18 U.S.C.

section 1350 as adopted pursuant to section 906 of the Sarbanes Oxley Act ***

Chief Financial Officer Certification pursuant to 18 U.S.C.

section 1350 as adopted pursuant to section 906 of the Sarbanes Oxley Act ***

XBRL Instance Document *

XBRL Taxonomy Extension Schema Document *

XBRL Taxonomy Extension Calculation Linkbase Document *

XBRL Taxonomy Extension Definition Linkbase Document *

XBRL Taxonomy Extension Label Linkbase Document *

XBRL Taxonomy Extension Presentation Linkbase Document *

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

Filed herewith.

Compensation plan or arrangement for current or former executive officers and directors.

Furnished, not filed, in accordance with item 601(32)(ii) of Regulation S-K.

(1) Previously filed as an exhibit to the Registration Statement on Form S-11, as amended (SEC File No.:

333-214323) and incorporated herein by reference.

(2) Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended September 30, 2019 and incorporated herein by reference.

(3) Previously filed as an exhibit to the Current Report on Form 8-K on November 27, 2019 and incorporated herein by reference.

(4) Previously filed on October 20, 2017, as Exhibit A to Exhibit 1.1 of the Registration Statement on Form S-11, as amended (SEC File No.:

333-218954) and incorporated herein by reference.

(5) Previously filed as an exhibit to the Current Report on Form 8-K on June 25, 2019 and incorporated herein by reference.

(6) Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended June 30, 2018 and incorporated herein by reference.

(7) Previously filed as an exhibit to the Current Report on Form 8-K on November 6, 2019 and incorporated herein by reference.

(8) Previously filed as an exhibit to the Current Report on Form 8-K on September 9, 2020 and incorporated herein by reference.

(9) Intentionally omitted.

(10) Previously filed as an exhibit to the Current Report on Form 8-K on June 29, 2021 and incorporated herein by reference.

(11) Previously filed as an exhibit to the Current Report on Form 8-K on December 20, 2021 and incorporated herein by reference.

(12) Previously filed as an exhibit to the Current Report on Form 8-K on April 13, 2021 and incorporated herein by reference.

Previously filed as an exhibit to the Current Report on Form 8-K on July 27, 2021 and incorporated herein by reference.

Intentionally omitted.

Previously filed as an exhibit to the Current Report on Form 8-K on March 9, 2022 and incorporated herein by reference.

Previously filed as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated herein by reference.

Previously filed as an exhibit to the Current Report on Form 8-K on May 12, 2022 and incorporated herein by reference.

Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended March 31, 2022 and incorporated herein by reference.

Previously filed as an exhibit to the Current Report on Form 8-K on July 27, 2022 and incorporated herein by reference.

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 thereunto duly authorized.

SACHEM CAPITAL CORP.

August 9, 2022

President and Chief Executive Officer

(Principal Executive Officer)

August 9, 2022

Chief Financial Officer

(Principal Accounting and Financial Officer)

Inflation and rising interest rates could adversely impact our business, operations and financial condition.

Since the beginning of the current year through the date of this report, the Federal Reserve Board (the “Fed”) has raised interest rates six times for an aggregate of 3.75%.

These are the first interest increases since December 2018.

As a result, the prime rate has increased from 3.25% to 7.00%.

The Fed’s rate increases are in response to a sharp increase in the annual rate of inflation in the United States, which was reported to be 8.2% for the 12 months ended September 2022, the highest rate in decades, per the Wall Street Journal.

As a result of these increases, the growth of the U.S.

economy has slowed.

Until now, these economic factors have not had an adverse impact on the volume or velocity of our business.

However, they have led to an increase in our borrowing costs.

In addition, the increase in interest rates and inflation and the decrease in the rate of growth of the U.S.

economy has caused a severe decrease in the major stock indices and a general decrease in the valuations of many public companies, including Sachem Capital.

As a consequence, our ability to access the public markets to raise capital has been adversely impacted.

If these trends continue, they could result in decreased demand for our products and a decrease in property valuations, which could have an adverse impact on the ability of our borrowers to repay their loans.

Thus, we cannot assure you that our business, operations and financial condition will not be adversely impacted.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors