Item 2. Unregistered Sales of Equity Securities
Item2. Unregistered Sales of Equity Securities and Use of Proceeds
On October 6, 2022, in connection with our acquisition of substantially all of Urbane’s assets, we issued 300,000 restricted common shares, having an aggregate fair market value of approximately $1.1 million based on the closing price of $3.68 per share on October 5, 2022, to Urbane, an accredited investor. The foregoing shares were issued in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Act"), pursuant to Sections 4(a)(2) and/or 4(a)(5) thereunder. A legend restricting resale, transfer, or other disposition of these shares other than in compliance with the Act was placed on such shares.
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Item 6. EXHIBITS
Exhibit No.
Description
2.1
Form of Amended and Restated Exchange Agreement (1)
3.1
Certificate of Incorporation (1)
3.1(a)
Certificate of Amendment to Certificate of Incorporation (1)
3.1(b)
Certificate of Amendment to Certificate of Incorporation filed on October 7, 2019 (2)
3.1(c)
Certificate of Amendment to Certificate of Incorporation filed on June 25, 2021 (10)
3.1(d)
Certificate of Amendment to Certificate of Incorporation filed on July 19, 2022 (20)
3.1(e)
Certificate of Amendment to Certificate of Incorporation filed on August 23, 2022 (21)
3.2
Amended and Restated Bylaws, effective as of November 25, 2019 (3)
4.1
Form of Representatives’ Warrants issued on October 27, 2017 in connection with the follow-on underwritten public offering (4)
4.2
Indenture, dated as of June 21, 2019, between the Company and U.S. Bank National Association, as Trustee (5)
4.3
First Supplemental Indenture, dated as of June 25, 2019, between the Company and U.S. Bank National Association, as Trustee (5)
4.4
Form of 7.125% Notes due 2024 (5)
4.5
Second Supplemental Indenture between the Company and U.S. Bank National Association, as Trustee (2)
4.6
Form of 6.875% Notes due 2024 (7)
4.7
Third Supplemental Indenture between the Company and U.S. Bank National Association, as Trustee (8)
4.8
Form of 7.75% Notes due 2025 (included as Exhibit A to Exhibit 4.7 above)
4.9
Specimen 7.75% Series A Cumulative Redeemable Preferred Stock Certificate.(10)
4.10
Fourth Supplemental Indenture between the Company and U.S. Bank National Association, as Trustee (11)
4.11
Form of 6.00% Note due 2026 (attached as Exhibit A to Exhibit 4.10 above).
4.12
Fifth Supplemental Indenture between the Company and U.S. Bank Trust Company, National Association, as Trustee (15)
4.13
Form of 6.00% Note due 2027 (attached as Exhibit A to Exhibit 4.12 above)
4.14
Sixth Supplemental Indenture between the Company and U.S. Bank Trust Company, National Association, as Trustee (17)
4.15
Form of 7.125% Note due 2027 (attached as Exhibit A to Exhibit 4.14 above)
4.16
Seventh Supplemental Indenture between the Company and U.S. Bank Trust Company, National Association, as Trustee (22)
4.17
Form of 8.00% Note due 2027 (attached as Exhibit A to Exhibit 4.16 above)
10.1**
Employment Agreement by and between John L. Villano and Sachem Capital Corp (1)
10.2
Sachem Capital Corp. 2016 Equity Compensation Plan (1)
10.3**
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)
10.4**
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)
10.5**
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. Cuozzo (12)
10.6
Master Repurchase Agreement and Securities Contract, dated as of July 21, 2021, between Sachem Capital Corp. and Churchill MRA Funding I LLC (13)
10.7
Custodial Agreement, dated as of July 21, 2021, among Sachem Capital Corp., Churchill MRA Funding I LLC. and U.S. Bank National Association (13)
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10.8**
Agreement and General Release, dated as of January 14, 2022, between Sachem Capital Corp. and Peter J. Cuozzo (16)
10.9**
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. Villano (18)
10.10**
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 (20)
10.11**
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 (20)
10.12**
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 (20)
10.13**
Employment Agreement, dated July 26, 2022, by and between John E. Warch and Sachem Capital Corp.(19)
31.1
Chief Executive Officer Certification as required under section 302 of the Sarbanes Oxley Act *
31.2
Chief Financial Officer Certification as required under section 302 of the Sarbanes Oxley Act *
32.1
Chief Executive Officer Certification pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes Oxley Act ***
32.2
Chief Financial Officer Certification pursuant to 18 U.S.C. section 1350 as adopted pursuant to section 906 of the Sarbanes Oxley Act ***
101.INS
XBRL Instance Document *
101.SCH
XBRL Taxonomy Extension Schema Document *
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB
XBRL Taxonomy Extension Label Linkbase Document *
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document *
104
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.
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(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.
(13) Previously filed as an exhibit to the Current Report on Form 8-K on July 27, 2021 and incorporated herein by reference.
(14) Intentionally omitted.
(15) Previously filed as an exhibit to the Current Report on Form 8-K on March 9, 2022 and incorporated herein by reference.
(16) 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.
(17) Previously filed as an exhibit to the Current Report on Form 8-K on May 12, 2022 and incorporated herein by reference.
(18) 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.
(19) (Previously filed as an exhibit to the Current Report on Form 8-K on July 27, 2022 and incorporated herein by reference.
(20) Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended June 30, 2022 and incorporated herein by reference.
(21) Previously filed as an exhibit to the Current Report on Form 8-K on August 24, 2022 and incorporated herein by reference.
(22) Previously filed as an exhibit to the Current Report on Form 8-K on August 23, 2022 and incorporated herein by reference.
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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 thereunto duly authorized.
SACHEM CAPITAL CORP.
Date: November 10, 2022
By:
/s/ John L. Villano
John L. Villano, CPA
President and Chief Executive Officer
(Principal Executive Officer)
Date: November 10, 2022
By:
/s/ John E. Warch
John E. Warch, CPA
Chief Financial Officer
(Principal Accounting and Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.