Sachem Capital Corp. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of John L. Villano and John E. Warch, our chief executive and chief financial officer, respectively, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2022 (the “Evaluation Date”). Based upon that evaluation, Messrs. Villano and Warch concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) are accumulated and communicated to our management, including our chief executive and chief financial officers, as appropriate to allow timely decisions regarding required disclosure. 56 Table of Contents Management’s Annual Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the SEC, internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of John L. Villano and John E. Warch, our principal executive and principal accounting officer, respectively, and effected by the Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting is supported by written policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Our internal control system was designed to provide reasonable assurances to our management and the Board regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations which may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this assessment, management used the framework set forth in the report entitled Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO (the “COSO Framework”). The COSO Framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022 . This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Report. Changes in Internal Control Over Financial Reporting There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) that occurred during the fiscal quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. ​ Item 9B. Other Information None. ​ Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. ​ ​ 57 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. Our directors are elected annually by our shareholders and serve for one-year terms until his/her successor is elected and qualified or until such director’s earlier death, resignation or removal. The executive officers are appointed by and serve at the pleasure of the Board. Our executive officers and directors, and their respective ages as of March 30, 2023, are as follows: ​ ​ ​ Name Age Position John L. Villano ​ 62 ​ Chairman of the Board, Chief Executive Officer and President John E. Warch ​ 65 ​ Executive Vice President and Chief Financial Officer Leslie Bernhard (1, 2) ​ 79 ​ Director Arthur L. Goldberg (1, 3) ​ 84 ​ Director Brian A. Prinz (1, 4) ​ 70 ​ Director (1) Member of the Audit, Compensation and Nominating and Corporate Governance Committees. (2) Chair of the Compensation Committee. (3) Chair of the Audit Committee. (4) Chair of the Nominating and Corporate Governance Committee. Set forth below is a brief description of the background and business experience of our executive officers and directors: John L. Villano , is Chairman of the Board, Chief Executive Officer and President. He has also been designated as our principal executive officer. Mr. Villano also served as our Chief Financial Officer until August 2022 and our Treasurer until July 2022. Mr. Villano is one of our founders. At the time of our IPO, he was appointed Chairman of the Board, Co-Chief Executive Officer, Chief Financial Officer and Secretary. In November 2019, upon the resignation of his brother, Jeffrey C. Villano, he became our sole Chief Executive Officer and was appointed Treasurer in addition to his then current positions with our company and resigned as Secretary. Mr. Villano is a certified public accountant and was engaged in the private practice of accounting and auditing for almost 30 years. He became a full-time employee and a director as of February 8, 2017. His responsibilities include overseeing all aspects of our business operations, including loan origination and servicing, investor relations, brand development and business development. Mr. Villano holds a bachelor’s degree in Accounting from the University of Rhode Island in 1982. We believe that Mr. Villano’s experience in managing our business since its inception and his professional background as a certified public accountant make him an important part of our management team and make him a worthy candidate to serve on the Board. John E. Warch , was appointed to serve as our Executive Vice President and Chief Financial Officer beginning on August 1, 2022. He has also been designated as our principal accounting officer. From September 2013 until July 2022, Mr. Warch was the Senior Vice President, Chief Financial Officer of Four Springs Capital Trust, a real estate investment trust focused on acquiring, owning, and managing retail, industrial, medical, and other office properties. Since April 2015, he was also the Treasurer of Four Springs. From August 2012 until September 2013, Mr. Warch was a Senior Consultant at David Landau & Associates, LLC, responsible for, among other things, Sarbanes-Oxley 404 compliance testing of real estate clients. From November 2006 until March 2012, Mr. Warch served as Senior Vice President and Chief Accounting Officer of CapLease, Inc. (previously NYSE: LSE), where he was responsible for all aspects of the financial infrastructure of a publicly-held real estate investment trust, managed financial and SEC reporting and compliance, oversaw Sarbanes-Oxley 404 compliance and coordinated audits and reviews with independent accountants. Mr. Warch is a Certified Public Accountant and earned a B.S. in Accounting and an M.B.A. in Finance from St. John’s University. Leslie Bernhard became a member of the Board as of February 9, 2017. She served as an independent director of Milestone Scientific Inc. (NYSE American: MLSS), a developer and manufacturer of medical and dental devices, from May 2003 until January 4, 2023 and as the non-executive chairman of the Milestone board of directors from October 2009 through January 4, 2023. She also 58 Table of Contents served as interim chief executive officer of Milestone from October 2017 to December 2017. From 2007 through September 2018, Ms. Bernhard served as an independent director of Universal Power Group, Inc., a global supplier of power solutions (“UPG”), and since September 2018 she has been serving as a consultant to UPG. In 1986, Ms. Bernhard co-founded AdStar, Inc., an electronic ad intake service to the newspaper industry, and served as its president, chief executive officer and executive director until 2012. Ms. Bernhard holds a BS Degree in Education from St. John’s University. We believe that Ms. Bernhard’s experience as an entrepreneur and her service as a director of other public corporations will enable her to make an important contribution to the Board. Arthur L. Goldberg became a member of the Board as of February 9, 2017. He has been a private accounting and business consultant since April 2012. From March 2011 through June 2015, he served as a director of Sport Haley Holdings, Inc., a manufacturer and distributor of sportswear and furniture. From January 2008 through March 2013, he served as a member of the board of directors of SED International Holdings, Inc. (OTC: SEDN), a distributor of consumer electronics. From January 2008 through March 2012, he served as the chief financial officer of Clear Skies Solar, Inc., an installer of solar panels. Mr. Goldberg has held senior executive positions, including chief financial officer and chief operating officer, and served as a director of several public companies. From January 2008 through June 2008, he served as the chief financial officer of Milestone Scientific, Inc. (NYSE American: MLSS), a developer and manufacturer of medical and dental devices. From June 1999 through April 2005, Mr. Goldberg was a partner with Tatum CFO Partners, LLP which provided interim CFO staffing services for public and private companies. Mr. Goldberg is an attorney and a certified public accountant and holds a B.B.A. degree from the City College of New York, an M.B.A. from the University of Chicago and J.D. and LLM degrees from the New York University School of Law. Mr. Goldberg was selected as a director because of his experience as the senior executive, operations and financial officer of several public companies and because of his background in law and accounting. We believe that his background and experience will provide the Board with a perspective on corporate finance matters. Given his financial experience, the Board has also determined that Mr. Goldberg qualifies as the Audit Committee financial expert, pursuant to Item 407(d)(5) of Regulation S-K promulgated by the SEC. Brian A. Prinz became a member of the Board as of February 9, 2017. Since 1976, Mr. Prinz has been employed by Current, Inc., a leading manufacturer of laminated products including sheeting, tubes, rods, spacers and standoffs, as well as electrical grade laminates, a variety of carbon fiber products and other industrial products, which are used in various industries including construction, recreation, energy exploration and defense. Since 2011, Mr. Prinz has served as its president and chief financial officer. Mr. Prinz graduated from Bryant College with a B.A. in 1976. We believe that his background and experience make him well qualified to serve as a member of the Board. Director Independence and Committees of the Board of Directors The members of the Board are John L. Villano, Leslie Bernhard, Arthur Goldberg and Brian Prinz. The Board has determined, in accordance with the NYSE American LLC Company Guide, that: (i) Ms. Bernhard and Messrs. Goldberg and Prinz are independent and represent a majority of the directors; and (ii) Ms. Bernhard and Messrs. Goldberg and Prinz, as the members of the Audit Committee, the Nominating and Corporate Governance and Compensation Committee, are independent for such purposes. In determining director independence, the Board applies the independence standards set by NYSE American. In applying these standards, the Board considers all transactions with the independent directors and the impact of such transactions, if any, on any of the independent directors’ ability to continue to serve on the Board. We have three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee is made up entirely of independent directors as defined under the NYSE American LLC Company Guide. Mr. Goldberg is the chairman of the Audit Committee and qualifies as the “audit committee financial expert” pursuant to Item 407(d)(5) of Regulation S-K; Ms. Bernhard is the chairman of the Compensation Committee; and Mr. Prinz is the chairman of the Nominating and Corporate Governance Committee. As members of the committees, independent directors meet without the presence of non-independent directors in executive session. Audit Committee. The Audit Committee oversees our accounting and financial reporting processes, internal systems of accounting and financial controls, relationships with auditors and audits of financial statements. Specifically, the Audit Committee’s responsibilities include the following: ● selecting, hiring and terminating our independent auditors; ● evaluating the qualifications, independence and performance of our independent auditors; 59 Table of Contents ● approving the audit and non-audit services to be performed by the independent auditors; ● reviewing the design, implementation and adequacy and effectiveness of our internal controls and critical policies; ● overseeing and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and other accounting matters; ● with management and our independent auditors, reviewing any earnings announcements and other public announcements regarding our results of operations; and ● preparing the report that the SEC requires in our annual proxy statement. Compensation Committee. The Compensation Committee assists the Board in determining the compensation of our officers and directors. The Compensation Committee is comprised entirely of directors who satisfy the standards of independence applicable to compensation committee members established under 162(m) of the Code and Section 16(b) of the Exchange Act. Specific responsibilities include the following: ● approving the compensation and benefits of our executive officers; ● reviewing the performance objectives and actual performance of our officers; and ● administering our stock option and other equity and incentive compensation plans. Nominating and Corporate Governance Committee. The Corporate Governance and Nominating Committee assists the Board by identifying and recommending individuals qualified to become members of the Board. Specific responsibilities include the following: ● evaluating the composition, size and governance of the Board and its committees and making recommendations regarding future planning and the appointment of directors to our committees; ● establishing a policy for considering shareholder nominees to the Board; ● reviewing our corporate governance principles and making recommendations to the Board regarding possible changes; and ● reviewing and monitoring compliance with our Code of Ethics and insider trading policy. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent (10%) shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge, based solely on review of the copies of such forms furnished to us, or written representations that no other forms were required, we believe that all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% shareholders were complied with during the year ended December 31, 2022 except as set forth below. Delinquent Section 16(a) Reports None. 60 Table of Contents Code of Ethics We have adopted a code of ethics that applies to our directors, principal executive officer, principal financial officer and other persons performing similar functions. The Code of Ethics is posted on our web site at www.sachemcapitalcorp.com . We will also provide a copy of the Code of Ethics to any person without charge, upon written request addressed to John L. Villano at our principal executive office located at 698 Main Street, Branford, CT 06405. ​ Item 11. Executive Compensation. The following Summary Compensation Table sets forth all compensation earned by or paid to, in all capacities, during the years ended December 31, 2022 and 2021 (i) all individuals serving as our principal executive officer during the last completed fiscal year; (ii) our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers at the end of the last completed fiscal year; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to paragraph (ii) but for the fact that the individual was not serving as an executive officer of our company at the end of the last completed fiscal year (the “Named Executives”): ​ Summary Compensation Table ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock ​ All Other ​ ​ Name and Principal Position Year Salary Bonus Awards (1) Compensation Total ​ ​ ​ ​ ($) ​ ($) ($) ​ ($) ​ ($) John L. Villano ​ ​ ​ ​ ​ ​ ​ ​ ​ Chairman of the Board, Chief Executive Officer, President and Director 2022 ​ $ 750,000 ​ $ 250,000 $ 500,000 (2) ​ $ 24,990 ​ $ 1,524,990 ​ ​ 2021 ​ $ 500,000 ​ $ 250,000 ​ $ 500,000 (3) ​ $ 0 ​ $ 1,250,000 John E. Warch* ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Executive Vice President and Chief Financial Officer 2022 ​ $ 137,500 ​ $ 95,000 $ 30,240 (4) ​ $ 17,255 ​ $ 279,995 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ William C. Haydon** ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Chief Credit Officer, Chief Investment Officer and Director of Investor Relations ​ 2022 ​ $ 250,000 ​ $ 100,000 ​ $ — ​ $ 0 ​ $ 350,000 ​ ​ 2021 ​ $ 168,269 ​ $ 25,000 ​ $ — ​ $ 0 ​ $ 193,269 ​ * Effective August 1, 2022, Mr. Warch was hired as our executive vice president and chief financial officer. ** Effective January 10, 2023, Mr. Haydon resigned from his position as our chief investment officer, chief credit officer and director of investor relations. (1) Represents the aggregate grant-date fair value of the awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codified Topic 718 (“FASB ASC Topic 718”). (2) Represents the grant-date fair value on an aggregate of 130,890 Common Shares awarded on February 17, 2023, computed in accordance with FASB ASC Topic 718. (3) Represents the grant-date fair value on an aggregate of 89,928 Common Shares awarded on April 8, 2021 , computed in accordance with FASB ASC Topic 718. (4) Represents the grant-date fair value on an aggregate of 8,000 Common Shares awarded on February 9, 2023 , computed in accordance with FASB ASC Topic 718. 61 Table of Contents Employment Agreements — John L. Villano In August 2016, in anticipation of our initial public offering, we entered into an employment agreement with John L. Villano. The material terms of Mr. Villano’s employment agreement are as follows. ● Mr. Villano serves as our chairman, chief executive officer and president ● The term of his employment, which commenced in February 2017, is five years, unless terminated earlier in accordance with his employment agreement. The termination date is extended one year on each anniversary date of the agreement unless either party to the agreement provides written notice at least 180 days before the next anniversary date that it is electing not to renew the agreement, in which case the agreement will terminate at the end of the fourth year from the next anniversary date. ● As of April 2021, Mr. Villano’s base salary was $500,000 per annum. In addition, for the year ended December 31, 2021, he was entitled to a one-time cash bonus of $250,000, which was paid in 2021. He was also entitled to a “target bonus” of up to $250,000, as determined by the Compensation Committee, which would have been payable in 2022. Mr. Villano waived his right to receive the target bonus. ● In April 2022, Mr. Villano’s base salary was increased to $750,000 per annum, retroactive to January 1, 2022. ● Mr. Villano is entitled to incentive compensation in such amount as shall be determined by the Compensation Committee of the Board in its sole and absolute discretion, based on our achievement of the financial performance goals set by the Board of directors and capital transactions. ● Mr. Villano has the right to participate in all retirement, pension, deferred compensation, insurance and other benefit plans adopted and maintained by us for the benefit of employees and be entitled to additional compensation in an amount equal to the cost of any such benefit plan or program if he chooses not to participate. ● Mr. Villano is indemnified to the full extent permitted by law against and for any claims, liabilities, losses, expenses and costs incurred that relate to any acts or omission taken in his capacity as an officer or director. ● We have the right to terminate the employment agreement at any time with or without cause and for death or disability (as defined in the employment agreement). See below for the payments due upon a termination. ● Mr. Villano is subject to a two-year non-competition provision if we terminate the employment agreement for cause. ● In the event any payment to the employee is subject to an excise tax under the Code, we are obligated to pay Mr. Villano an additional amount equal to the amount of the excise tax and any other taxes (whether in the nature of excise taxes or income taxes) due with respect to such payment. In April 2021, Mr. Villano received a grant of 89,928 restricted Common Shares (based on the closing price of $5.56 per Common Share on April 8, 2021) vesting in three equal installments on each of January 1, 2022, 2023 and 2024, which are subject to forfeiture, to the extent unvested, if he voluntary resigns as an employee of the Company without “Good Reason” or if his employment is terminated for “Cause.” In April 2022, Mr. Villano received a grant of 98,425 restricted Common Shares (based on the closing price of $5.08 per Common Share on April 5, 2022) vesting in three equal installments on each of January 1, 2023, 2024 and 2025, which are subject to forfeiture under the same terms and conditions as the 2021 grant. In February 2023, Mr. Villano received a grant of 130,890 restricted Common Shares (based on the closing price of $3.82 per Common Share on February 16, 2023) vesting in three equal installments on each of January 1, 2024, 2025 and 2026, which are subject to forfeiture under the same terms and conditions as the 2021 grant. For the year ended December 31, 2022, Mr. Villano was entitled to a “target bonus” of $250,000 as determined by the Compensation Committee, which was paid in March 2023. In addition, for 2023, he is entitled to a “target bonus” of up to $375,000, as determined by the Compensation Committee, which would be payable in 2024. 62 Table of Contents Termination and Change of Control Arrangement Mr. Villano’s employment agreement provides that we may terminate his employment at any time with or without cause. It also provides that his employment will terminate upon his death or disability. If we terminate his employment for cause, we are only liable for his base salary and benefits through the date of termination. In addition, he will not forfeit any rights to payments, options or benefits that have vested or have been earned or to which he is entitled as of the date of termination. If we terminate his employment without cause or the agreement terminates due to Mr. Villano’s death or disability or if Mr. Villano terminates his employment for “Good Reason” (as defined in the employment agreement), he is also entitled to receive: (i) a lump sum payment equal to 48 times his monthly salary on the date of termination; (ii) any deferred compensation or accrued vacation pay; (iii) continuation for a 12-month period after termination of health and welfare and long-term disability benefits; and (iv) a pro rata share of any incentive compensation and any other compensation or benefits to which he would have been entitled had he not been wrongfully terminated. Good Reason includes a “change in control” with respect to us. A “change in control” means (1) if we merge into another corporation and, as a result of such merger, our shareholders immediately prior to such merger own less than 50% of the surviving corporation; (2) we sell, lease or otherwise dispose of all or substantially all of our assets; (3) the acquisition of beneficial ownership, directly or indirectly, of our Common Shares or any other securities having voting rights that we may issue in the future, rights to acquire our voting securities (including, without limitation, securities that are convertible into voting securities and rights, options warrants and other agreements or arrangements to acquire such voting securities) by any person, corporation or other entity or group thereof acting jointly, in such amount or amounts as would permit such person, corporation or other entity or group thereof acting jointly to elect a majority of the members of the Board, as then constituted; or (4) the acquisition of beneficial ownership, directly or indirectly, of voting securities and rights to acquire voting securities having voting power equal to 40% or more of the combined voting power of our then outstanding voting securities by any person, corporation or other entity or group thereof acting jointly unless such acquisition is expressly approved by resolution of the Board passed upon affirmative vote of not less than a majority of the directors and adopted at a meeting of the Board held not later than the date of the next regularly scheduled or special meeting held following the date we obtain actual knowledge of such acquisition (which approval may be limited in purpose and effect solely to affecting the rights of the executive under his employment agreement). Notwithstanding the preceding sentence, any transaction that involves a mere change in identity form or place of organization within the meaning of Section 368(a)(1)(F) of the Code, or a transaction of similar effect, will not constitute a “change in control.” Employment Agreement — John E. Warch Effective August 2022, we entered into an employment agreement with John E. Warch, our executive vice president and chief financial officer. The material terms of his agreement are described below. ● He will serve as our executive vice president and chief financial officer on a full-time basis. ● The agreement can be terminated by either party at any time upon delivery of written notice to the other party. ● His duties and responsibilities include the following: compliance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”) to which the Company is subject, including, but not limited to, the preparation and filing of all reports, schedules and other forms required under the Securities and Exchange Act of 1934, as amended, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and Schedule 14A; such duties and responsibilities as are customary for his positions; and other executive, managerial or administrative duties, functions or responsibilities as are from time to time delegated to him by the CEO, the Board or the Audit Committee. ● His base compensation is $325,000 per year. ● He was paid a signing bonus of $25,000. ● He is entitled to an annual cash bonus of up to 50% of his base salary and benefits such as health insurance, vacation and expense reimbursement, in accordance with prevailing Company policy. The amount of the cash bonus and the factors to be considered in connection therewith are in the discretion of the Company’s Chief Executive Officer (the “CEO”) and 63 Table of Contents the Compensation Committee (the “Compensation Committee”). He may also receive equity incentive compensation at the discretion of the Compensation Committee. ● He is entitled to severance pay equal to one year’s base salary, except if the termination occurs on or before August 1, 2023, in which case the severance amount will be three months of his base salary, if he is terminated without cause, or if he terminates for good reason. ● If he is terminated without cause in connection with a “Sale” (as defined in the Agreement), his severance payment will be equal to 18 months of his base salary. ● He is subject to a covenant not to compete that continues for 12 months after termination unless heis terminated without “Cause,” in which event this covenant will not apply. In February 2023, Mr. Warch received a grant of 8,000 restricted Common Shares (based on the closing price of $3.78 per Common Share on February 9, 2023), vesting in three equal installments on each of Febuary 9, 2023, 2024 and 2025, which are subject to forfeiture, to the extent unvested, if he voluntary resigns as an employee of our company without “Good Reason” or if his employment is terminated for “Cause.” In addition, for the year ended December 31, 2022, Mr.Warch was entitled to a “prorated target bonus” of $70,000 as determined by the Compensation Committee, which was paid in March 2023. Outstanding Equity Awards at December 31, 2022 The following table sets forth information concerning outstanding equity awards to the Named Executives as of December 31, 2022. ​ ​ ​ ​ ​ ​ ​ ​ Stock Awards ​ Number of shares or units of ​ Market value of shares or ​ ​ stock that have not vested ​ units of stock that have not vested Name (#) ($) (1) John L. Villano ​ 158,377 (2) $ 522,644 (1) Calculated based on the closing market price of $3.30 on December 30, 2022. (2) 62,785 of these restricted Common Shares vest on January 1, 2024, 62,784 of these restricted Common Shares vest on January 1, 2025 and 32,808 of these restricted Common Shares vest on January 1, 2026. Unvested shares may not be transferred, sold, pledged, hypothecated or assigned, and are subject to forfeiture. Compensation of Directors Our non-employee director compensation plan, as amended on April 8, 2021 and retroactively effective as of January 1, 2021 (the “Director Plan”), provides as follows: ● each non-employee director will receive cash compensation at a rate of $60,000 per year, which amount shall be paid in equal quarterly installments of $15,000 on the first day of each calendar quarter ( i.e., January 1, April 1, July 1 and October 1); ● the additional cash compensation payable to the chairperson of each of the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee will remain unchanged as follows: ● the chairperson of the Audit Committee will receive additional cash compensation of $7,500 per year, payable in equal quarterly installments of $1,875 on the first day of each calendar quarter ( i.e., January 1, April 1, July 1 and October 1); ● the chairperson of the Compensation Committee will receive additional cash compensation of $5,000 per year, payable in equal quarterly installments of $1,250 on the first day of each calendar quarter ( i.e., January 1, April 1, July 1 and October 1); 64 Table of Contents ● the chairperson of the Corporate Governance and Nominating Committee will receive additional cash compensation of $2,500 per year, payable in equal quarterly installments of $625 on the first day of each calendar quarter ( i.e., January 1, April 1, July 1 and October 1); ● each non-employee director will receive a grant of 5,000 Common Shares on the date he or she is re-elected to serve on the Board; and ● the non-employee director serving on our Loan Approval Committee will receive additional cash compensation of $7,500 per year, payable in equal quarterly installments of $1,875 on the first day of each calendar quarter ( i.e., January 1, April 1, July 1 and October 1). The Named Executives, who are also directors, do not receive additional compensation in connection with their positions as members of the Board. The following table provides compensation information for the year ended December 31, 2022 for each of our non-employee directors. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fees Earned or Paid ​ ​ ​ ​ ​ ​ ​ in Cash Stock Awards Total Name ​ ($) (1) ​ ($) (2) ​ ($) Leslie Bernhard ​ $ 95,000 ​ $ 23,800 ​ $ 118,800 Arthur L. Goldberg ​ $ 97,500 ​ $ 23,800 ​ $ 121,300 Brian A. Prinz ​ $ 100,000 ​ $ 23,800 ​ $ 123,800 (1) During the year ended December 31, 2022, each of Ms. Bernhard and Messrs. Goldberg and Prinz was awarded a bonus of $30,000 which is included in their respective amount. (2) During the year ended December 31, 2022, under the Director Plan, each of Ms. Bernhard and Messrs. Goldberg and Prinz was awarded an aggregate of 5,000 Common Shares, respectively. The dollar amounts reflected in the table are the aggregate grant date fair value for the Common Shares awarded computed in accordance with FASB ASC Topic 718. ​ Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The following table, together with the accompanying footnotes, sets forth information, as of March 30, 2023, regarding stock ownership of all persons known by us to own beneficially more than 5% of our outstanding Common Shares, Named Executives, all directors, and all directors and officers of Sachem Capital as a group: ​ ​ ​ ​ ​ ​ ​ ​ Number of Common ​ ​ ​ Shares Beneficially ​ Percentage of ​ Name of Beneficial Owner (1) Owned (2) Class (3) ​ Executive Officers and Directors ​ ​ ​ ​ ​ John L. Villano (4) 1,566,639 3.58 % Leslie Bernhard (5) 6,900 * ​ Arthur L. Goldberg (5) 30,628 * ​ Brian A. Prinz (5) 371,943 * ​ John E. Warch (6) ​ 8,000 ​ * ​ ​ ​ ​ ​ ​ ​ All officers and directors as a group (5 persons) 1,984,110 4.53 % *Less than 1%. (1) Unless otherwise provided, the address of each of the individuals above is c/o Sachem Capital Corp., 568 East Main Street, Branford, CT 06405. 65 Table of Contents (2) A person is deemed to be a beneficial owner of securities that can be acquired by such person within 60 days upon the exercise of options and warrants or conversion of convertible securities. Each beneficial owner’s percentage ownership is determined by assuming that options, warrants and convertible securities that are held by such person (but not held by any other person) and that are exercisable or convertible within 60 days have been exercised or converted. Except as otherwise indicated, and subject to applicable community property and similar laws, each of the persons named has sole voting and investment power with respect to the shares shown as beneficially owned. (3) All percentages are determined based on 43,756,724 Common Shares outstanding as of March 30, 2023. (4) Includes 226,483 restricted Common Shares which are subject to vesting including: (i) 106,414 shares vest on January 1, 2024; (ii) 76,439 shares vest on January 1, 2025; and (iii) 43,630 shares vest on January 1, 2025. Also includes 6,827 Common Shares owned by Mr. Villano’s wife. Mr. Villano disclaims ownership of the 6,827 Common Shares owned by his wife for the purposes of section 13(d) or 13(g) of the Exchange Act. (5) Includes 6,875 restricted Common Shares that vest as follows: (i) 1,250 shares vest on July 19, 2023; (ii) 1,250 shares vest on October 13, 2023; (iii) 625 shares vest on October 15, 2023; (iv) 2,500 shares vest on October 13, 2024; and (v) 1,250 shares vest on October 13, 2025. (6) Includes 8,000 restricted Common Shares that vest as follows: (i) 2,667 shares vest on February 9, 2023; (ii) 2,667 shares vest on February 9, 2024; and (iii) 2,666 shares vest on February 9, 2025. Equity Compensation Plan Information On October 27, 2016, we adopted the 2016 Equity Compensation Plan (the “Plan), the purpose of which is to align the interests of our officers, other employees, advisors and consultants or any subsidiary, if any, with those of our shareholders and to afford an incentive to such officers, employees, consultants and advisors to continue as such, to increase their efforts on our behalf and to promote the success of our business. The basis of participation in the Plan is upon discretionary grants of awards by the Board. The Plan is administered by the Compensation Committee. The maximum number of Common Shares reserved for the grant of awards under the Plan is 1,500,000, subject to adjustment as provided in Section 5 of the Plan. Approximately 37 individuals are eligible to participate in the Plan including, our two executive officers, 32 other employees and our three independent directors. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of securities ​ ​ ​ ​ ​ ​ remaining available for ​ ​ Number of securities ​ Weighted-average ​ future issuance under ​ ​ to be issued upon ​ exercise price of ​ equity compensation ​ ​ exercise of ​ outstanding ​ plans (excluding ​ ​ outstanding options, ​ options, warrants ​ securities reflected in Plan category warrants and rights and rights column (a) ​ (a) (b) (c) Equity compensation plans approved by security holders — Not applicable 1,188,468 Total — Not applicable 1,188,468 ​ During the fiscal year ended December 31, 2022, we granted an aggregate of 163,967 restricted Common Shares under the Plan. Types and Terms of Awards Awards under the Plan may take the form of stock options (either incentive stock options or non- qualified stock options) or restricted shares. Subject to restrictions that are set forth in the Plan, the Compensation Committee has complete and absolute authority to set the terms, conditions and provisions of each award, including the size of the award, the exercise or base price, the vesting and exercisability schedule (including provisions regarding acceleration of vesting and exercisability) and termination and forfeiture provisions. The Compensation Committee is subject to the following specific restrictions regarding the types and terms of awards: ● The exercise price for a stock option may not be less than 100% of the fair market value of the stock on the date of grant. 66 Table of Contents ● No award may be granted after the expiration of the Plan (more than ten years after the Plan adoption date). No stock option can be “repriced” without the consent of the shareholders and of the option holder if the effect would be to reduce the exercise price per share. Amendment and Termination of the Plan The Plan expires on the tenth anniversary of the date of its adoption by the Board. Prior to the expiration date, the board of directors may at any time, and from time to time, suspend or terminate the Plan in whole or in part or amend it from time to time; provided, however, that unless otherwise determined by the Board, an amendment that requires shareholder approval in order for the Plan to continue to comply with Section 162(m) or any other law, regulation or stock exchange requirement shall not be effective unless approved by the requisite vote of shareholders. Notwithstanding the foregoing, no amendment to or termination of the Plan shall affect adversely any of the rights of any grantee under any outstanding award granted under the Plan without such grantee’s consent. Exercise Price of an Option Granted Under the Plan The exercise price of an option granted under the Plan may be no less than the fair market value of a common share on the date of grant, unless, with respect to nonqualified stock options that are not intended as incentive stock options within the meaning of Section 422 of the Code from time to time, otherwise determined by the Compensation Committee. However, incentive stock options granted to a ten percent (10%) shareholder must be priced at no less than 110% of the fair market value of our Common Shares on the date of grant and their term may not exceed five years. All options granted under the Plan are for a term of no longer than ten years unless otherwise determined by the Compensation Committee. The Compensation Committee also determines the exercise schedule of each option grant. Federal Income Tax Consequences The following is a summary of the effect of federal income taxation upon the recipients and us with respect to the shares under the Plan and does not purport to be complete. Non-qualified Stock Options. The grant of non-qualified stock options will have no immediate tax consequences to us or the grantee. The exercise of a non-qualified stock option will require a grantee to include in his gross income the amount by which the fair market value of the acquired shares on the exercise date (or the date on which any substantial risk of forfeiture lapses) exceeds the option price. Upon a subsequent sale or taxable exchange of the shares acquired upon exercise of a non-qualified stock option, a grantee will recognize long or short-term capital gain or loss equal to the difference between the amount realized on the sale and the tax basis of such shares. We will be entitled (provided applicable withholding requirements are met) to a deduction for Federal income tax purposes at the same time and in the same amount as the grantee is in receipt of income in connection with the exercise of a non-qualified stock option. Incentive Stock Options. The grant of an incentive stock option will have no immediate tax consequences to us or our employee. If the employee exercises an incentive stock option and does not dispose of the acquired shares within two years after the grant of the incentive stock option nor within one year after the date of the transfer of such shares to him (a “disqualifying disposition”), he will realize no compensation income and any gain or loss that he realizes on a subsequent disposition of such shares will be treated as a long-term capital gain or loss. For purposes of calculating the employee’s alternative minimum taxable income, however, the option will be taxed as if it were a non-qualified stock option. Restricted Shares. Generally, unless the participant elects, pursuant to Section 83(b) of the Code to recognize income in the taxable year in which restricted shares have been awarded, the participant is required to recognize income for federal income tax purposes in the first taxable year during which the participant’s rights over the restricted shares are transferable or are not subject to a substantial risk of forfeiture, whichever occurs earlier. At such time, we will be entitled (provided applicable withholding requirements are met) to a deduction for Federal income tax purposes except to the extent that such participant’s total compensation for the taxable year exceeds $1.0 million, in which case such deduction may be limited by Section 162(m) of the Code unless any such grant of restricted shares is made pursuant to a performance-based benchmark established by the Compensation Committee. 67 Table of Contents As of December 31, 2022, there were no options granted under the Plan. ​ Item 13. Certain Relationships and Related Transactions and Director Independence. We have adopted a policy that prohibits any transaction between us and a related party unless the terms of that transaction are no less favorable to us than if we had entered into the same transaction with an unrelated party and the transaction is approved by our Audit Committee or other independent committee of the board of directors, in the case where it is inappropriate for our Audit Committee to review such a transaction due to a conflict of interest. During the years ended December 31, 2022 and 2021: (i) the wife of our chief executive officer was paid $63,168 and $120,000, respectively, for accounting and financial reporting services provided to us; and (ii) the daughter of our chief executive officer was paid $141,652 and $10,962, respectively, for internal audit and compliance services provided to us. The chief executive officer’s wife retired in the third quarter of 2022. ​ Item 14. Principal Accounting Fees and Services The aggregate fees billed by Hoberman & Lesser, CPA’s, LLP , our principal accounting firm, for the fiscal years ended December 31, 2022 and 2021, are set forth below. ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 Audit fees ​ $ 257,500 ​ $ 228,000 Audit related fees ​ — ​ — Tax fees ​ — ​ — All other fees ​ — ​ — Total fees ​ $ 257,500 ​ $ 228,000 ● In 2022, the audit fees include fees for professional services rendered for (i) the review of our quarterly financial statements, (ii) the review of our shelf registration statement (File No. 333-262859) on Form S-3 under the Securities Act of 1933, as amended, which was declared effective by the SEC on February 25, 2022, (iii) the review of four separate prospectus supplements to the aforementioned shelf registration statement on Form S-3 and (iv) other services that are normally provided in connection with statutory and regulatory filings. ● In 2021, the audit fees include fees for professional services rendered for (i) the review of our quarterly financial statements, (ii) the review of our shelf registration statement (File No. 333-256940) on Form S-3 under the Securities Act of 1933, as amended, which was declared effective by the SEC on June 17, 2021, (iii) the review of three separate prospectus supplements to the aforementioned shelf registration statement on Form S-3 and (iv) other services that are normally provided in connection with statutory and regulatory filings. ​ Audit Committee Pre-Approval Policies and Procedures The Audit Committee charter provides that the Audit Committee will pre-approve audit services and non- audit services to be provided by the independent auditors before the accountant is engaged to render these services. The Audit Committee may consult with management in the decision-making process but may not delegate this authority to management. The Audit Committee may delegate its authority to preapprove services to one or more committee members, provided that the designees present the pre-approvals to the full committee at the next committee meeting. All audit and non-audit services performed by the independent accountants must be pre-approved by the Audit Committee to assure that such services do not impair the auditors’ independence from us. ​ 68 Table of Contents PART IV Item 15. Exhibits and Financial Statement Schedules (a) 1. Financial Statements — See Index to Financial Statements on page F-1. ​ 2. Financial Statement Schedules — See (c) below. ​ 3. Exhibits — See (b) below. ​ ​ ​ (b) Certain of the following exhibits were filed as Exhibits to the registration statement on Form S-11 , Registration No. 333-214323 and amendments thereto (the “Registration Statement”) filed by us under the Securities Act and are hereby incorporated by reference. ​ ​ ​ 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(9) 3.1(d) ​ Certificate of Amendment to Certificate of Incorporation filed on July 19, 2022 (19) 3.1(e) ​ Certificate of Amendment to Certificate of Incorporation filed on August 23, 2022 (20) 3.2 ​ Amended and Restated Bylaws, effective as of November 25, 2019(3) 4.1 ​ Indenture, dated as of June 21, 2019, between Sachem Capital Corp. and U.S. Bank National Association, as Trustee (4) 4.2 ​ First Supplemental Indenture, dated as of June 25, 2019, between Sachem Capital Corp. and U.S. Bank National Association, as Trustee (4) 4.3 ​ Form of 7.125% Notes due 2024(4) 4.4 ​ Second Supplemental Indenture between Sachem Capital Corp. and U.S. Bank National Association, as Trustee (2) 4.5 ​ Form of 6.875% Notes due 2024(6) 4.6 ​ Third Supplemental Indenture between Sachem Capital Corp. and U.S. Bank National Association, as Trustee (7) 4.7 ​ Form of 7.75% Notes due 2025 (included as Exhibit A to Exhibit 4.6 above) 4.8 ​ Specimen 7.75% Series A Cumulative Redeemable Preferred Stock Certificate.(9) 4.9 ​ Fourth Supplemental Indenture between Sachem Capital Corp. and U.S. Bank National Association, as Trustee (10) 4.10 ​ Form of 6.00% Note due 2026 (attached as Exhibit A to Exhibit 4.9 above). 4.11 ​ Fifth Supplemental Indenture between Sachem Capital Corp. and U.S. Bank Trust Company, National Association, as Trustee (14) 4.12 ​ Form of 6.00% Note due 2027 (attached as Exhibit A to Exhibit 4.11 above) 4.13 ​ Sixth Supplemental Indenture between Sachem Capital Corp. and U.S. Bank Trust Company, National Association, as Trustee (16) 4.14 ​ Form of 7.125% Note due 2027 (attached as Exhibit A to Exhibit 4.13 above) 4.15 ​ Seventh Supplemental Indenture between Sachem Capital Corp. and U.S. Bank Trust Company, National Association, as Trustee (21) 4.16 ​ Form of 8.00% Note due 2027 (attached as Exhibit A to Exhibit 4.16 above) 4.17 ​ Revolving Credit Note, dated March 2, 2023, in the principal amount of $45 million in favor of Needham Bank, as lender (22) 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 Sachem Capital Corp. and each of Leslie Bernhard, Arthur Goldberg and Brian Prinz(5) 10.4** ​ Final Form of the Restrictive Stock Grant Agreement dated October 4, 2019 under the Sachem Capital Corp. 2016 Equity Compensation Plan between Sachem Capital Corp. 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 Sachem Capital Corp. and John L. Villano (11) 10.6 ​ Master Repurchase Agreement and Securities Contract, dated as of July 21, 2021, between Sachem Capital Corp. and Churchill MRA Funding I LLC(12) 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(12) 10.8** ​ Agreement and General Release, dated as of January 14, 2022, between Sachem Capital Corp. and Peter J. Cuozzo (15) 10.9** ​ Final Form of the Restrictive Stock Grant Agreement dated April 2022 under the Sachem Capital Corp. 2016 Equity Compensation Plan between Sachem Capital Corp. and John L. Villano (17) 10.10** ​ Final Form of the Restrictive Stock Grant Agreement dated October 15, 2020 under the Sachem Capital Corp. 2016 Equity Compensation Plan between Sachem Capital Corp. and each of Leslie Bernhard, Arthur Goldberg and Brian Prinz (19) 10.11** ​ Final Form of the Restrictive Stock Grant Agreement dated October 13, 2021 under the Sachem Capital Corp. 2016 Equity Compensation Plan between Sachem Capital Corp. and each of Leslie Bernhard, Arthur Goldberg and Brian Prinz (19) 69 Table of Contents 10.12** ​ Final Form of the Restrictive Stock Grant Agreement dated July 19, 2022 under the Sachem Capital Corp. 2016 Equity Compensation Plan between Sachem Capital Corp. and each of Leslie Bernhard, Arthur Goldberg and Brian Prinz (19) 10.13** ​ Employment Agreement, dated July 26, 2022, by and between John E. Warch and Sachem Capital Corp.(18) 10.14 ​ Credit and Security Agreement, dated as of March 2, 2023, among Sachem Capital Corp., the lenders party thereto and Needham Bank, as administrative agent (22) 14.1 ​ Code of Ethics(8) 21.1 ​ List of Subsidiaries(13) 23.1 ​ Consent of Hoberman & Lesser CPA’s, LLP, dated March 30, 2023* 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 *** 99.1 ​ Open-End Construction Mortgage, Security Agreement and Assignment of Leases and Rents, dated February 28, 2023, by Sachem Capital Corp., in connection with the New Haven Bank Mortgage refinancing (22) 99.2 ​ Commercial Term Note made by Sachem Capital Corp to New Haven Bank, dated February 28, 2023, in the principal amount of $1,660,000 (attached as Exhibit B to Exhibit 99.1 above) 99.3 ​ Loan Agreement between Sachem Capital Corp. and New Haven Bank, dated as of February 28, 2023 (22) 99.4 ​ Mortgage Release releasing Sachem Capital Corp. from the $1.4 million NHB Mortgage (22) 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 as an exhibit to the Current Report on Form 8-K on June 25, 2019 and incorporated herein by reference. (5) 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. (6) Previously filed as an exhibit to the Current Report on Form 8-K on November 6, 2019 and incorporated herein by reference. (7) Previously filed as an exhibit to the Current Report on Form 8-K on September 9, 2020 and incorporated herein by reference. (8) Previously filed as an exhibit to the Annual Report on Form 10-K for the year ended December 31, 2016 and incorporated herein by reference. (9) Previously filed as an exhibit to the Current Report on Form 8-K on June 29, 2021 and incorporated herein by reference. (10) Previously filed as an exhibit to the Current Report on Form 8-K on December 20, 2021 and incorporated herein by reference. (11) Previously filed as an exhibit to the Current Report on Form 8-K on April 13, 2021 and incorporated herein by reference. 70 Table of Contents (12) Previously filed as an exhibit to the Current Report on Form 8-K on July 27, 2021 and incorporated herein by reference. (13) None. (14) Previously filed as an exhibit to the Current Report on Form 8-K on March 9, 2022 and incorporated herein by reference. (15) 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. (16) Previously filed as an exhibit to the Current Report on Form 8-K on May 12, 2022 and incorporated herein by reference. (17) 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. (18) Previously filed as an exhibit to the Current Report on Form 8-K on July 27, 2022 and incorporated herein by reference. (19) 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. (20) Previously filed as an exhibit to the Current Report on Form 8-K on August 24, 2022 and incorporated herein by reference. (21) Previously filed as an exhibit to the Current Report on Form 8-K on August 23, 2022 and incorporated herein by reference. (22) Previously filed as an exhibit to the Current Report on Form 8-K on March 3, 2023 and incorporated herein by reference (c) No financial statement schedules are included because the information is either provided in the financial statements or is not required under the related instructions or is inapplicable and such schedules therefore have been omitted. ​ Item 16. Form 10-K Summary None. ​ 71 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. ​ By: /s/ John L. Villano ​ ​ John L. Villano, CPA ​ ​ Chief Executive Officer ​ ​ (Principal Executive Officer) ​ ​ ​ Date: March 30, 2023 ​ ​ ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on March 30, 2023: Signature Title ​ ​ ​ /s/ John L. Villano ​ Chairman, Chief Executive Officer, President John L. Villano, CPA ​ and Director (Principal Executive Officer) ​ ​ ​ /s/ John E. Warch ​ Executive Vice President and Chief Financial Officer John E. Warch, CPA ​ (Principal Accounting and Financial Officer) ​ ​ ​ /s/ Leslie Bernhard ​ Director Leslie Bernhard ​ ​ ​ ​ ​ /s/ Arthur L. Goldberg ​ Director Arthur L. Goldberg ​ ​ ​ ​ ​ /s/ Brian A. Prinz ​ Director Brian A. Prinz ​ ​ ​ ​ ​ 72 Table of Contents INDEX TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Reports of Independent Registered Public Accounting Firms ( PCAOB ID 694 ) F-2 Consolidated Financial Statements: ​ Consolidated Balance Sheets F-4 Consolidated Statements of Operations F-5 Consolidated Statements of Changes in Shareholders’ Equity F-6 Consolidated Statements of Cash Flows F-7 Notes to Consolidated Financial Statements F-9 ​ ​ ​ F-1 Table of Contents ​ ​ REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ​ To the Board of Directors and Shareholders Sachem Capital Corp. ​ Opinion on the Financial Statements ​ We have audited the accompanying balance sheets of Sachem Capital Corp. (the “Company”) as of December 31, 2022 and 2021, and the related statements of comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. ​ Basis of Opinion ​ These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. ​ Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Critical Audit Matter ​ The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates. ​ ​ MGI Worldwide is a network of independent audit, tax, accounting and consulting firms. MGI Worldwide does not provide any services and its member firms are not an international partnership. Each member firm is a separate entity and neither MGI Worldwide nor any member firm accepts responsibility for the activities, work, opinions or services of any other member firm. For more information visit www.mgiworld.com/legal ​ F-2 Table of Contents ​ Allowance for Loan Losses ​ As discussed in Note 2 to the financial statements, the Company estimates its allowance for loan losses by evaluating each loans borrower’s ability to pay the monthly interest, the borrower’s likelihood of executing the original exit strategy, as well as the loan-to-value (LTV) ratio. Based on the analysis, management determines if any provisions for impairment of loans should be made and whether any loan loss reserves are required. Based on these assessments, the Company determined that no allowance for loan losses is required. ​ The allowance for loan losses was identified by us as a critical audit matter because of the extent of auditor judgment applied and significant audit effort to evaluate the subjective and complex judgments made by management in determining whether any of its loans receivable are impaired and/or require an allowance for credit losses. ​ Addressing the critical audit matter involved performing procedures and evaluating audit evidence in connection with our overall opinion on the financial statements. These procedures included; We evaluated the appropriateness of the method and other variables used, tested the application of the method and other variables used, as well as tested the accuracy of data used with respect to the method and other variables; We obtained and evaluated valuations from the Company’s paid third-party valuation specialists, as well obtained and evaluated other publicly available market data, and compared said values to the aggregate amounts owed by borrows, for indication of loan losses; We evaluated managements significant judgments applied in determining whether indicators of impairment were present, with respect to the Company’s loan portfolio and the underlying collateral, by obtaining evidence to corroborate such judgments and searching for evidence contrary to such judgments, which included consideration of evidence obtained after the balance sheet date but before the issuance of the report. ​ ​ We have served as the Company’s auditor since 2015. ​ New York , New York March 30, 2023 ​ ​ ​ F-3 Table of Contents SACHEM CAPITAL CORP. CONSOLIDATED BALANCE SHEETS ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 December 31, 2021 ​ ​ ​ ​ ​ ​ ​ Assets: ​ ​ Cash and cash equivalents ​ $ 23,713,097 ​ $ 41,938,897 Investment securities ​ ​ 24,576,462 ​ ​ 60,633,661 Mortgages receivable ​ 460,633,268 ​ 292,301,209 Interest and fees receivable ​ 6,309,845 ​ 3,693,645 Due from borrowers ​ 5,276,967 ​ 3,671,016 Real estate owned ​ 5,216,149 ​ 6,559,010 Investments in partnerships ​ ​ 30,831,180 ​ ​ 6,055,838 Property and equipment, net ​ ​ 4,121,721 ​ ​ 2,172,185 Other assets ​ ​ 4,983,173 ​ ​ 936,290 Total assets ​ $ 565,661,862 ​ $ 417,961,751 ​ ​ ​ ​ ​ ​ ​ Liabilities and Shareholders’ Equity: ​ ​ Liabilities: ​ ​ Notes payable (net of deferred financing costs of $ 8,352,597 and $ 5,747,387 ) ​ $ 280,049,153 ​ $ 160,529,363 Repurchase facility ​ ​ 42,533,466 ​ ​ 19,087,189 Mortgage payable ​ 750,000 ​ 750,000 Line of credit ​ ​ 3,587,894 ​ ​ 33,178,031 Accrued dividends payable ​ ​ 5,342,160 ​ ​ 3,927,600 Accounts payable and accrued liabilities ​ 1,439,219 ​ 697,403 Advances from borrowers ​ 9,892,164 ​ 15,066,114 Deferred revenue ​ 4,360,452 ​ 4,643,490 Total liabilities ​ 347,954,508 ​ 237,879,190 ​ ​ ​ ​ ​ ​ ​ Commitments and Contingencies ​ ​ ​ ​ ​ ​ ​ ​ ​ Shareholders’ equity: ​ ​ Preferred shares - $ .001 par value; 5,000,000 shares authorized; 1,903,000 shares of Series A Preferred Stock issued and outstanding ​ 1,903 ​ ​ 1,903 Common stock - $ .001 par value; 200,000,000 shares authorized; 41,093,536 and 32,730,004 issued and outstanding ​ 41,094 ​ 32,730 Paid-in capital ​ 226,220,990 ​ 185,516,394 Accumulated other comprehensive loss ​ ​ ( 561,490 ) ​ ​ ( 476,016 ) Accumulated deficit ​ ( 7,995,143 ) ​ ( 4,992,450 ) Total shareholders’ equity ​ 217,707,354 ​ 180,082,561 Total liabilities and shareholders’ equity ​ $ 565,661,862 ​ $ 417,961,751 ​ The accompanying notes are an integral part of these financial statements. ​ F-4 Table of Contents SACHEM CAPITAL CORP. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended ​ ​ December 31, ​ 2022 2021 Revenue: ​ ​ ​ Interest income from loans ​ $ 42,618,817 ​ $ 22,305,530 Investment gain (loss), net ​ ​ 521,662 ​ ​ 1,069,374 Income from partnership investments ​ ​ 1,809,564 ​ ​ 142,026 Origination and modification fees, net ​ 7,320,625 ​ 4,322,883 Fee and other income ​ 2,969,117 ​ 2,299,970 Unrealized losses on investment securities ​ ​ ( 2,963,760 ) ​ ​ 284,769 Total revenue ​ 52,276,025 ​ 30,424,552 ​ ​ ​ ​ ​ ​ ​ Operating costs and expenses: ​ ​ Interest and amortization of deferred financing costs ​ 21,549,859 ​ 10,422,101 Compensation, fees and taxes ​ 5,315,455 ​ 3,122,934 Other expenses ​ 544,684 ​ 432,868 General and administrative expenses ​ ​ 3,097,219 ​ ​ 2,243,038 Loss (Gain) on sale of real estate ​ ​ ( 44,752 ) ​ ​ 165,915 Impairment loss ​ ​ 904,909 ​ ​ 719,000 Total operating costs and expenses ​ ​ 31,367,374 ​ ​ 17,105,856 Net income ​ ​ 20,908,651 ​ ​ 13,318,696 Preferred stock dividend ​ ​ ( 3,687,062 ) ​ ​ ( 1,853,855 ) Net income attributable to common shareholders ​ ​ 17,221,589 ​ ​ 11,464,841 ​ ​ ​ ​ ​ ​ ​ Other comprehensive loss ​ ​ ​ ​ ​ ​ Unrealized gain (loss) on investment securities ​ ​ ( 85,474 ) ​ ​ ( 476,016 ) Comprehensive income ​ $ 17,136,115 ​ $ 10,988,825 Basic and diluted net income per common share outstanding: ​ ​ ​ ​ ​ ​ Basic ​ $ 0.46 ​ $ 0.44 Diluted ​ $ 0.46 ​ $ 0.44 Weighted average number of common shares outstanding: ​ ​ Basic ​ 37,741,657 ​ 26,316,286 Diluted ​ 37,749,169 ​ 26,324,986 ​ The accompanying notes are an integral part of these financial statements. ​ ​ ​ F-5 Table of Contents SACHEM CAPITAL CORP. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ ​ ​ ​ ​ Preferred Stock ​ Common Stock ​ Paid in ​ Comprehensive ​ Accumulated ​ ​ ​ ​ Shares Amount Shares Amount Capital Loss Deficit Totals ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, January 1, 2021 — ​ ​ — ​ 22,124,801 ​ ​ 22,125 ​ ​ 83,814,376 ​ ​ ( 25,992 ) ​ ​ ( 2,890,969 ) ​ $ 80,919,540 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of Preferred Stock, Net of expenses ​ 1,903,000 ​ ​ 1,903 ​ — ​ ​ — ​ ​ 45,460,723 ​ ​ — ​ ​ — ​ ​ 45,462,626 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of Common Stock, Net of expenses ​ — ​ ​ — ​ 10,490,188 ​ ​ 10,490 ​ ​ 56,049,982 ​ ​ — ​ ​ — ​ ​ 56,060,472 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercise of warrants ​ — ​ ​ — ​ 5,334 ​ ​ 5 ​ ​ ( 5 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock based compensation ​ — ​ ​ — ​ 109,681 ​ ​ 110 ​ ​ 191,318 ​ ​ — ​ ​ — ​ ​ 191,428 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized loss on investments ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 450,024 ) ​ ​ — ​ ​ ( 450,024 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends paid on Common shares ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 9,638,722 ) ​ ​ ( 9,638,722 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends paid on Series A Preferred Stock ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 1,853,855 ) ​ ​ ( 1,853,855 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends declared and payable ​ — ​ ​ — ​ — ​ — ​ — ​ — ​ ​ ( 3,927,600 ) ​ ​ ( 3,927,600 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income for the year ended December 31, 2021 ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 13,318,696 ​ ​ 13,318,696 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2021 ​ 1,903,000 ​ ​ 1,903 ​ 32,730,004 ​ ​ 32,730 ​ ​ 185,516,394 ​ ​ ( 476,016 ) ​ ​ ( 4,992,450 ) ​ ​ 180,082,561 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of Preferred Stock, net of expenses ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 70,000 ) ​ ​ — ​ ​ — ​ ​ ( 70,000 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of Common Stock, net of expenses ​ — ​ ​ — ​ 7,879,907 ​ ​ 7,880 ​ ​ 39,284,065 ​ ​ — ​ ​ — ​ ​ 39,291,945 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisition of Urbane New Haven assets ​ — ​ ​ — ​ 300,000 ​ ​ 300 ​ ​ 995,700 ​ ​ — ​ ​ — ​ ​ 996,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercise of warrants ​ — ​ ​ — ​ 19,658 ​ ​ 20 ​ ​ ( 20 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock based compensation ​ — ​ ​ — ​ 163,967 ​ ​ 164 ​ ​ 494,851 ​ ​ — ​ ​ — ​ ​ 495,015 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized loss on investments ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 85,474 ) ​ ​ — ​ ​ ( 85,474 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends paid on Common shares ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 14,882,122 ) ​ ​ ( 14,882,122 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends paid on Series A Preferred Stock ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 3,687,062 ) ​ ​ ( 3,687,062 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued Dividends ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 5,342,160 ) ​ ​ ( 5,342,160 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income for the year ended December 31, 2022 ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 20,908,651 ​ ​ 20,908,651 Balance, December 31, 2022 ​ 1,903,000 ​ $ 1,903 ​ 41,093,536 ​ $ 41,094 ​ $ 226,220,990 ​ $ ( 561,490 ) ​ $ ( 7,995,143 ) ​ $ 217,707,354 ​ The accompanying notes are an integral part of these financial statements. ​ F-6 Table of Contents SACHEM CAPITAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOW ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended ​ ​ December 30, ​ 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES ​ ​ ​ Net income ​ $ 20,908,651 ​ $ 13,318,696 Adjustments to reconcile net income to net ​ ​ ​ cash provided by operating activities: ​ ​ ​ ​ ​ ​ Amortization of deferred financing costs and bond discount ​ 2,104,093 ​ 1,215,200 Write-off of deferred financing costs ​ ​ — ​ ​ 72,806 Depreciation expense ​ 106,414 ​ 83,525 Stock based compensation ​ 495,015 ​ 191,318 Impairment loss ​ ​ 904,909 ​ ​ 719,000 (Gain) Loss on sale of real estate ​ ​ ( 44,752 ) ​ ​ 165,915 Unrealized loss on investment securities ​ ​ 2,963,760 ​ ​ ( 284,769 ) Gain on sale of investment securities ​ ​ ( 521,662 ) ​ ​ — Changes in operating assets and liabilities: ​ ​ ​ (Increase) decrease in: ​ ​ ​ ​ Interest and fees receivable ​ ( 2,616,200 ) ​ ( 1,873,578 ) Other assets - miscellaneous ​ ​ ( 3,599,779 ) ​ ​ ( 26,801 ) Due from borrowers ​ ( 1,605,951 ) ​ ( 1,645,353 ) Accrued dividends payable ​ ​ ( 1,414,560 ) ​ ​ — Other assets - prepaid expenses ​ — ​ ( 199,978 ) (Decrease) increase in: ​ ​ ​ ​ ​ ​ Accounts payable and accrued liabilities -accrued interest ​ 158,687 ​ 161,385 Accounts payable and accrued liabilities – accounts payable and accrued expenses ​ 766,723 ​ 129,091 Deferred revenue ​ ( 283,038 ) ​ 2,544,159 Advances from borrowers ​ ( 5,173,950 ) ​ 13,235,575 Total adjustments ​ ( 7,760,291 ) ​ 14,487,495 ​ ​ ​ ​ ​ ​ ​ NET CASH PROVIDED BY OPERATING ACTIVITIES ​ 13,148,360 ​ 27,806,191 ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES ​ ​ Purchase of investment securities ​ ​ ( 51,651,930 ) ​ ​ ( 204,064,590 ) Proceeds from the sale of investment securities ​ ​ 85,113,227 ​ ​ 180,533,333 Purchase of interests in investment partnerships, net ​ ​ ( 24,775,342 ) ​ ​ ( 6,055,838 ) Proceeds from sale of real estate owned ​ ​ 2,090,879 ​ ​ 2,399,557 Acquisitions of and improvements to real estate owned, net ​ ( 126,442 ) ​ ( 981,873 ) Purchase of property and equipment ​ ( 1,581,350 ) ​ ( 822,322 ) Security deposits held ​ — ​ ( 13,415 ) Principal disbursements for mortgages receivable ​ ( 300,277,303 ) ​ ( 251,832,318 ) Principal collections on mortgages receivable ​ 131,840,244 ​ 115,147,409 Other assets - pre-offering costs ​ ​ ( 170,606 ) ​ ​ ( 306,440 ) NET CASH USED FOR INVESTING ACTIVITIES ​ ( 159,538,623 ) ​ ( 165,996,497 ) ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES ​ ​ Net proceeds from (repayment of) line of credit ​ ( 29,590,137 ) ​ 5,122,383 Net proceeds from repurchase facility ​ 23,446,277 ​ 19,087,189 Proceeds from mortgage ​ ​ — ​ ​ 750,000 Repayment of mortgage payable ​ ​ — ​ ​ ( 767,508 ) Accounts payable and accrued liabilities - principal payments on other notes ​ ​ ( 24,907 ) ​ ​ ( 23,761 ) Dividends paid on Common Stock ​ ( 18,809,722 ) ​ ( 12,267,706 ) Dividends paid on Preferred Stock ​ ( 3,687,062 ) ​ ( 1,853,855 ) Financings costs incurred ​ — ​ ( 461,357 ) Repayment of other loans ​ ​ — ​ ​ ( 257,845 ) Proceeds from issuance of common shares, net of expenses ​ ​ 39,291,945 ​ ​ 56,060,472 Proceeds from issuance of Series A Preferred Stock, net of expenses ​ ​ ( 70,000 ) ​ ​ 45,462,626 Gross proceeds from issuance of fixed rate notes ​ ​ 122,125,000 ​ ​ 51,750,000 Financings costs incurred in connection with fixed rate notes ​ ​ ( 4,516,931 ) ​ ​ ( 1,879,463 ) NET CASH PROVIDED BY FINANCING ACTIVITIES ​ 128,164,463 ​ 160,721,175 ​ ​ ​ ​ ​ ​ ​ NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ​ ( 18,225,800 ) ​ 22,530,869 ​ ​ ​ ​ ​ ​ ​ CASH AND CASH EQUIVALENTS- BEGINNING OF YEAR ​ 41,938,897 ​ 19,408,028 ​ ​ ​ ​ ​ ​ ​ CASH AND CASH EQUIVALENTS - END OF PERIOD ​ $ 23,713,097 ​ $ 41,938,897 ​ The accompanying notes are an integral part of these financial statements. ​ F-7 Table of Contents SACHEM CAPITAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOW (Continued) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended ​ ​ December 30, ​ 2022 2021 SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION ​ ​ ​ Interest paid ​ $ 19,286,819 ​ $ 9,097,631 ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL INFORMATION-NON-CASH ​ ​ Dividends declared and payable ​ $ 5,342,160 ​ $ 3,927,600 ​ Real estate acquired in connection with the foreclosure of certain mortgages, inclusive of interest and other fees receivable, during the years ended December 31, 2022 and 2021 amounted to $ 1,376,733 and $ 685,700 , respectively. Additionally, property and equipment, goodwill, and intangibles acquired in connection with the acquisition from Urbane New Haven, LLC’s assets for a purchase price of 300,000 common shares of the Company during the period ended December 31, 2022 amounted to $ 996,000 . The accompanying notes are an integral part of these financial statements. ​ ​ ​ F-8 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 1. The Company Sachem Capital Corp. (the “Company”), a New York corporation, specializes in originating, underwriting, funding, servicing and managing a portfolio of first mortgage loans. The Company offers short term ( i.e. , one to three years ), secured, non-bank loans (sometimes referred to as “hard money” loans) to real estate owners and investors to fund their acquisition, renovation, development, rehabilitation or improvement of properties located primarily in the Northeastern United States and Florida. The properties securing the Company’s loans are generally classified as residential or commercial real estate and, typically, are held for resale or investment. Each loan is secured by a first mortgage lien on real estate and may also be secured with additional collateral, such as other real estate owned by the borrower or its principals, a pledge of the ownership interests in the borrower by the principals thereof, and/or personal guarantees by the principals of the borrower. The Company does not lend to owner occupants. The Company’s primary underwriting criteria is a conservative loan to value ratio. In addition, the Company may make opportunistic real estate purchases apart from its lending activities. ​ 2. Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management will base the use of estimates on (a) various assumptions that consider prior reporting results, (b) the Company’s projections regarding future operations and (c) general financial market and local and general economic conditions. Actual amounts could differ from those estimates. Cash and Cash Equivalents The Company considers all demand deposits, cashier’s checks, money market accounts and certificates of deposit with an original maturity of three months or less to be cash equivalents. The Company maintains its cash and cash equivalents at various financial institutions. The combined account balances typically exceed the Federal Deposit Insurance Corporation insurance coverage, and, as a result, there is a concentration of credit risk related to amounts on deposit. The Company does not believe that the risk is significant. Investment Securities We consider all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents. The fair values of these investments approximate their carrying values. Debt investments are classified as available-for-sale and realized gains and losses are recorded using the specific identification method. Changes in fair value, excluding credit losses and impairments, are recorded in other comprehensive income. Fair value is calculated based on publicly available market information or other estimates determined by management. If the cost of an investment exceeds its fair value, we evaluate, among other factors, general market conditions, credit quality of debt instrument issuers, and the extent to which the fair value is less than cost. To determine credit losses, we may employ a systematic methodology that considers available quantitative and qualitative evidence. In addition, we consider specific adverse conditions related to the financial health of, and business outlook for, the investee. If we have plans to sell the security or it is more likely than not that we will be required to sell the security before recovery, then a decline in fair value below cost is recorded as an impairment charge in net income and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, we may incur future impairments. Equity investments with readily determinable fair values are measured at fair value. Equity investments without readily determinable fair values are measured using the equity method or measured at cost with adjustments for observable changes in price or F-9 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 impairments (referred to as the measurement alternative). We perform a qualitative assessment on a periodic basis and recognize an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. Changes in value are recorded in net income. Allowance for Loan Loss The Company reviews each loan on a quarterly basis and evaluates the borrower’s ability to pay the monthly interest, the borrower’s likelihood of executing the original exit strategy, as well as the loan-to-value (LTV) ratio. Based on the analysis, management determines if any provisions for impairment of loans should be made and whether any loan loss reserves are required. Fair Value Measurements The framework for measuring fair value provides a fair value hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 are described as follows: Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company can access. Level 2 Inputs to the valuation methodology include: ● quoted prices for similar assets or liabilities in active markets; ● quoted prices for identical or similar assets or liabilities in inactive markets; ● inputs other than quoted prices that are observable for the asset or liability; and ● inputs that are derived principally from or corroborated by observable market data by correlation to other means. If the asset or liability has a specified (i.e., contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. Property and Equipment Land and building acquired in December 2016 to serve as the Company’s office facilities is stated at cost. The building is being depreciated using the straight-line method over its estimated useful life of 40 years . Expenditures for repairs and maintenance are charged to expense as incurred. The Company relocated its entire operations to this property in March 2019. Land and building acquired in 2021 to serve as the Company’s future corporate headquarters is stated at cost. Renovation of the building was completed in the first quarter of 2023 and the Company relocated its operations to the new building in March 2023. The building was not being depreciated in 2022. Real Estate Owned Real estate owned by the Company is stated at cost and is tested for impairment quarterly. F-10 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 Consolidations The consolidated financial statements of the Company include the accounts of all subsidiaries in which the Company has control over significant operating, financial and investing decisions of the entity. All intercompany accounts and transactions have been eliminated. Impairment of Long-Lived Assets The Company continually monitors events or changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances occur, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the undiscounted cash flows is less than the carrying amount of these assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair market value of the assets. Goodwill Goodwill is not amortized, but rather tested for impairment annually or more frequently if events or changes in circumstances indicate potential impairment. Goodwill at December 31, 2022 represents the excess of the consideration paid over the fair value of net assets acquired from Urbane New Haven, LLC in October 2022. In testing goodwill for impairment, we follow FASB ASC 350, “Intangibles—Goodwill and Other”, which permits a qualitative assessment of whether it is more likely than not that the fair value of a reporting unit is less than its carrying value including goodwill. If the qualitative assessment determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying value including goodwill, then no impairment is determined to exist for the reporting unit. However, if the qualitative assessment determines that it is more likely than not that the fair value of the reporting unit is less than its carrying value including goodwill, or we choose not to perform the qualitative assessment, then we compare the fair value of that reporting unit with its carrying value, including goodwill. Deferred Financing Costs Costs incurred in connection with the Company’s revolving credit facilities, described in Note 7—Line of Credit, Mortgage Payable and Churchill Facility are amortized over the term of the applicable facility using the straight-line method. Costs incurred by the Company in connection with the public offering of its unsecured, unsubordinated notes, described in Note 9–Notes Payable, are being amortized over the term of the respective Notes. Revenue Recognition Interest income from the Company’s loan portfolio is earned over the loan period and is calculated using the simple interest method on principal amounts outstanding. Generally, the Company’s loans provide for interest to be paid monthly in arrears. The Company, generally, does not accrue interest income on mortgages receivable that are more than 90 days past due or interest charged at default rates. However, interest income not accrued at December 31, 2022, but collected prior to the issuance of this report is included in income for the year ended December 31, 2022. Origination, modification fee and other revenue, generally 1 %  –  3 % of either the original loan principal or the modified loan balance, is collected at loan funding and is recognized ratably over the contractual life of the loan in accordance with FASB ASC 310. F-11 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 Income Taxes The Company believes it qualifies as a real estate investment trust (“REIT”) for federal income tax purposes and operates accordingly. It made the election to be taxed as a REIT on its 2017 Federal income tax return. The Company’s qualification as a REIT depends on its ability to meet on a continuing basis, through actual investment and operating results, various complex requirements under the Internal Revenue Code of 1986, as amended, relating to, among other things, the sources of its income, the composition and values of its assets, its compliance with the distribution requirements applicable to REITs and the diversity of ownership of its outstanding capital stock. So long as it qualifies as a REIT, the Company, generally, will not be subject to U.S. federal income tax on its taxable income distributed to its shareholders. However, if it fails to qualify as a REIT in any taxable year and does not qualify for certain statutory relief provisions, it will be subject to U.S. federal income tax at regular corporate rates and may also be subject to various penalties and may be precluded from re-electing REIT status for the four taxable years following the year during in which it lost its REIT qualification. The Company has elected, and may elect in the future, to treat certain of its existing or newly created corporate subsidiaries as taxable REIT subsidiaries (“TRSs”). In general, a TRS may hold assets that the company cannot hold directly and generally may engage in any real estate or non-real estate related business. The TRSs generate income, resulting in federal and state income tax liability for these entities. The Company does not expect to incur any corporate federal income tax liability outside of the TRSs, as we believe we have maintained our qualification as a REIT. During the year ended December 31, 2022 and 2021, the Company’s TRSs recognized no provisions for federal income tax or state, local and franchise taxes on the Company’s consolidated statements of operations. During the year ended December 31, 2022 and 2021, there were no recognized provisions for federal income tax nor state, local and franchise tax. The income tax provision for the Company differs from the amount computed from applying the statutory federal income tax rate to income before income taxes due to non-taxable REIT income and other permanent differences including the non-deductibility of acquisition costs of business combinations for federal income tax reporting. FASB ASC Topic 740-10 “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return and disclosure required. Under this standard, an entity may only recognize or continue to recognize tax positions that meet a “more likely than not” threshold. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in interest expense. The Company has determined that there are no uncertain tax positions requiring accrual or disclosure in the accompanying consolidated financial statements as of December 31, 2022 and 2021. Earnings Per Share Basic and diluted earnings per share are calculated in accordance with ASC 260   — “ Earnings Per Share. ” Under ASC 260, basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. The computation of diluted earnings per share is similar to basic earnings per share, except that the denominator is increased to include the potential dilution from the exercise of stock options and warrants for common shares using the treasury stock method. The numerator in calculating both basic and diluted earnings per common share for each period is the reported net income. Recent Accounting Pronouncements In March 2022, the FASB issued ASU 2022-02, "Financial Instruments-Credit Losses (FASB ASC Topic 326), Troubled Debt Restructurings and Vintage Disclosures." ASU 2022-02 addresses areas identified by the FASB as part of its post-implementation review of the credit losses standard (ASU 2016-13) that introduced the current expected credit loss ("CECL") model. The amendments eliminate the accounting guidance for troubled debt restructurings by creditors that have adopted the CECL model and enhance the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require a public business entity to disclose current-period gross writeoffs for financing receivables and net investment in leases by year of origination in the vintage disclosures. This guidance is effective for fiscal years F-12 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company plans to adopt this new guidance by the required date and does not anticipate that this update will have a material impact on its consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” ASU 2022-03 was issued to (1) to clarify the guidance in FASB ASC Topic 820, “Fair Value Measurement”, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security, (2) to amend a related illustrative example, and (3) to introduce new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with FASB ASC Topic 820. The amendments in this update are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company is evaluating the accounting and disclosure requirements of ASU 2022-03 and plans to adopt this new guidance on January 1, 2023. The Company does not anticipate that this update will have a material impact on its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the Company’s consolidated financial statements. Reclassifications Certain amounts included in the December 31, 2021 consolidated financial statements have been reclassified to conform to the December 31, 2022 presentation. ​ 3. Fair Value Measurement The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair market value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following table sets forth by Level, within the fair value hierarchy, the fair value of the Company’s assets as of December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total Stocks and ETF's ​ $ 3,282,659 ​ $ 1,446,065 ​ ​ — ​ $ 4,728,724 Mutual funds ​ ​ 14,850,839 ​ ​ — ​ ​ — ​ ​ 14,850,839 Debt securities ​ ​ 3,880,045 ​ 1,116,854 ​ — ​ ​ 4,996,899 Total liquid investments ​ $ 22,013,543 ​ $ 2,562,919 ​ ​ — ​ $ 24,576,462 Real estate owned ​ ​ — ​ ​ — ​ $ 5,216,149 ​ $ 5,216,149 ​ The following table sets forth by Level, within the fair value hierarchy, the fair value of the Company’s assets as of December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Level 1 Level 2 Level 3 Total Stocks and ETF's ​ $ 10,618,756 ​ ​ — ​ ​ — ​ $ 10,618,756 Mutual funds ​ ​ 27,370,857 ​ ​ — ​ ​ — ​ ​ 27,370,857 Debt securities ​ ​ 22,644,048 ​ ​ ​ ​ ​ ​ ​ ​ 22,644,048 Total liquid investments ​ $ 60,633,661 ​ ​ — ​ ​ — ​ $ 60,633,661 Real estate owned ​ — ​ — ​ $ 6,559,010 ​ $ 6,559,010 ​ Following is a description of the methodologies used for assets measured at fair value: F-13 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 Stocks and ETFs(level 1 and 2): Valued at the closing price reported in the active market in which the individual securities are traded. Mutual funds(level 1 and 2): Valued at the daily closing price reported by the fund. Mutual funds held by the Company are open-end mutual funds that are registered with the U.S. Securities and Exchange Commission. These funds are required to publish their daily net asset values and to transact at that price. The mutual funds held by the Company are deemed to be actively traded. Debt securities : Valued at the closing price reported in the active market in which the individual securities are traded. Real estate owned: The Company estimates fair values of real estate owned using market information such as recent sales contracts, appraisals, recent sales, assessed values or discounted cash value models. See Note 5 for the roll forward of real estate owned – level 3 assets. Impact of Fair Value of AFS Securities on OCI The carrying value of the Company’s financial instruments approximates fair value genrally due to the relative short-term nature of such instruments. Our other financial assets and financial liabilities have fair value that approximate their carrying value. The following table presents the impact of the Company's Available-For-Sale (AFS) securities - debt securities on its Other Comprehensive Income (OCI) for the years ended December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2022 2021 OCI from AFS securities – debt securities: ​ ​ Unrealized (losses) on AFS-debt securities at beginning of period ​ $ ( 476,016 ) ​ $ ( 25,992 ) Reversal of losses from unrealized to realized ​ ​ 310,000 ​ ​ — Unrealized (losses) on securities available-for-sale – debt securities ​ ( 395,474 ) ​ ( 450,024 ) Change in OCI from AFS securities – debt securities ​ ( 85,474 ) ​ ( 450,024 ) Balance at end of period ​ $ ( 561,490 ) ​ $ ( 476,016 ) ​ ​ 4. Mortgages Receivable The Company offers secured, non-bank loans to real estate owners and investors (also known as “hard money” loans) to fund their acquisition, renovation, development, rehabilitation or improvement of properties located primarily in the Northeastern United States and Florida. The loans are secured by first mortgage liens on one or more properties owned by the borrower or related parties. The loans are generally for a term of one to three years . The loans are initially recorded and carried thereafter, in the financial statements, at cost. Most of the loans provide for monthly payments of interest only (in arrears) during the term of the loan and a “balloon” payment of the principal on the maturity date. For the years ended December 31, 2022 and 2021, the aggregate amounts of loans funded by the Company were $ 300,277,303 and $ 251,832,318 , respectively, offset by principal repayments of $ 131,840,244 and $ 115,147,409 , respectively. As of December 31, 2022, the Company’s mortgage loan portfolio includes loans ranging in size up to $ 27,315,000 with stated interest rates ranging from 5.0 % to 14.2 %, and a default interest rate for non-payment of up to 18 %. As of December 31, 2022 and 2021, the Company’s mortgage loan portfolio had an impairment loss of $ 105,000 and $ 0 , respectively. F-14 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 At December 31, 2022 and 2021, no single borrower or group of related borrowers had loans outstanding representing more than 10 % of the total balance of the loans outstanding. The Company may agree to extend the term of a loan if, at the time of the extension, the loan and the borrower meet all the Company’s underwriting requirements. The Company treats a loan extension as a new loan. Credit Risk Credit risk profile based on loan activity as of December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ Residential Commercial Land Mixed Use Mortgages December 31, 2021 ​ $ 157,841,896 ​ $ 95,319,795 ​ $ 20,755,891 ​ $ 18,383,627 ​ $ 292,301,209 December 31, 2022 ​ $ 229,943,558 ​ $ 154,824,551 ​ $ 46,499,044 ​ $ 29,366,115 ​ $ 460,633,268 ​ The following is the maturities of mortgages receivable as of December 31: ​ ​ ​ ​ ​ 2022 and prior $ 61,562,418 2023 ​ 311,297,247 2024 ​ 85,968,294 2025 ​ 1,699,500 Thereafter ​ ​ 105,809 Total ​ $ 460,633,268 ​ At December 31, 2022, of the 444 mortgage loans in the Company’s portfolio, 40 were the subject of foreclosure proceedings. The aggregate outstanding principal balance of these loans and the accrued but unpaid interest and borrower charges as of December 31, 2022 was approximately $ 24.0 million. In the case of each of these loans, the Company believes the value of the collateral exceeds the outstanding balance on the loan. At December 31, 2021, of the 520 mortgage loans in the Company’s portfolio, 16 were the subject of foreclosure proceedings. The aggregate outstanding principal balance of these loans and the accrued but unpaid interest and borrower charges as of December 31, 2021 was approximately $ 4.4 million. In the case of each of these loans, the Company believes the value of the collateral exceeds the outstanding balance on the loan. ​ 5. Real Estate Owned Property purchased for rental or acquired through foreclosure are included on the balance sheet as real estate owned. As of December 31, 2022 and 2021, real estate owned totaled $ 5,216,149 and $ 6,559,010 , respectively, with no valuation allowance in either year. During the year ended December 31, 2022, the Company’s real estate owned portfolio recorded an impairment loss of $ 799,909 compared to an impairment loss of  $ 719,000 in 2021. F-15 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 The following table presents the activity of the Company’s real estate owned for the years ended December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ 2022 2021 Real estate owned at beginning of period ​ $ 6,559,010 ​ $ 8,861,609 Transfers to real estate owned ​ 1,376,733 ​ 685,700 Charges and improvements to real estate owned ​ 126,442 ​ 296,173 Proceeds from sale of real estate owned ​ ( 2,090,879 ) ​ ( 2,399,557 ) Impairment of real estate owned ​ ( 799,909 ) ​ ( 719,000 ) Gain (Loss) on sale of real estate owned ​ 44,752 ​ ( 165,915 ) Balance at end of period ​ $ 5,216,149 ​ $ 6,559,010 ​ ​ As of December 31, 2022, real estate owned included $ 801,394 of real estate held for rental and $ 4,414,755 of real estate held for sale. As of December 31, 2021, real estate owned included $ 786,302 of real estate held for rental and $ 5,772,708 of real estate held for sale. Properties Held for Sale During the year ended December 31, 2022, the Company sold five properties held for sale and recognized an aggregate gain of $ 44,752 . During the year ended December 31, 2021, the Company sold ten properties held for sale and recognized an aggregate loss of $ 165,915 . Properties Held for Rental As of December 31, 2022, one property, a commercial building, was held for rental. The tenant signed a 5 year lease that commenced on August 1, 2021. Rental payments due from real estate held for rental are as follows: ​ ​ ​ ​ ​ Year ending December 31, 2022 $ 53,200 Year ending December 31, 2023 ​ 53,200 Year ending December 31, 2024 ​ 53,200 Year ending December 31, 2025 ​ ​ 53,200 Total ​ $ 212,800 ​ ​ 6. Other Assets As of December 31, 2022 and December 31, 2021, other assets consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 December 31, 2021 Prepaid expenses ​ $ 410,373 ​ $ 271,291 Other receivables ​ 3,519,804 ​ 94,108 Other assets ​ 477,048 ​ 306,440 Goodwill ​ 391,000 ​ — Intangible asset - trade name ​ ​ 130,400 ​ ​ — Deferred financing costs, net ​ 54,548 ​ 264,451 Total ​ $ 4,983,173 ​ $ 936,290 ​ F-16 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 ​ 7. Line of Credit, Mortgage Payable, and Churchill Facility Wells Fargo Margin Line of Credit During the year ended December 31, 2020, the Company established a margin loan account at Wells Fargo Advisors that is secured by the Company's portfolio of short-term securities. The credit line bears interest at a rate equal to 1.75 % below the prime rate ( 5.75 % at December 31, 2022). As of December 31, 2022 the total outstanding balance was $ 3,587,894 . Mortgage Payable In 2021, the Company obtained a $ 1.4 million adjustable-rate mortgage loan from New Haven Bank (the “NHB Mortgage”) of which $ 750,000 was funded at closing and remained outstanding as of December 31, 2022. The NHB Mortgage accrues interest at an initial rate of 3.75 % per annum for the first 72 months and was due and payable in full on December 1, 2037. During the first 12 months , from December 1, 2021 to November 30, 2022, only interest was due and payable. Beginning on December 1, 2022 and through December 1, 2037, principal and interest on the NHB Mortgage were to be due and payable on a monthly basis. All payments under the NHB Mortgage was to be amortized based on a 20-year amortization schedule. The interest rate was to be adjusted on each of December 1, 2027 and 2032 to the then published 5 -year Federal Home Loan Bank of Boston Classic Advance Rate, plus 2.60 %. The NHB Mortgage was a non-recourse loan, secured by a first mortgage lien on each of the properties, located at 698 Main Street, Branford, Connecticut, and 568 East Main Street, Branford, Connecticut. The $ 750,000 of proceeds funded at closing were used to reimburse the Company for out-of-pocket costs relating to the acquisition of the East Main Street property. The balance of the loan was used to reimburse the Company for the out-of-pocket costs incurred to renovate the East Main Street property. The NHB Mortgage was refinanced on February 28, 2023. See note 22 – Subsequent Events. Churchill MRA Funding I LLC Repurchase Financing Facility On July 21, 2021, the Company consummated a $ 200 million master repurchase financing facility (“Facility”) with Churchill MRA Funding I LLC (“Churchill”), a subsidiary of Churchill Real Estate, a vertically integrated real estate finance company based in New York, New York. Under the terms of the Facility, the Company has the right, but not the obligation, to sell mortgage loans to Churchill, and Churchill has the right, but not the obligation, to purchase those loans. In addition, the Company has the right and, in some instances the obligation, to repurchase those loans from Churchill. The amount that Churchill will pay for each mortgage loan it purchases will vary based on the attributes of the loan and various other circumstances. The repurchase price is calculated by applying an interest factor to the purchase price of the mortgage loan. The Company has also pledged the mortgage loans sold to Churchill to secure its repurchase obligation. The cost of capital under the Facility is equal to the sum of (a) the greater of (i) 0.25 % and (ii) the 90-day LIBOR plus (b) 3 %- 4 %, depending on the aggregate principal amount of the mortgage loans held by Churchill at that time. On November 18, 2022, the Facility was amended to replace the 90-day LIBOR with the 90-day SOFR as the new benchmark rate. As of December 31, 2022 the effective rate charged under the Facility was 8.52 %. The Facility is subject to other terms and conditions, including representations and warranties, covenants and agreements typically found in these types of financing arrangements. Under one such covenant, the Company (A) is prohibited from (i) paying any dividends or making distributions in excess of 90% of its taxable income, (ii) incurring any indebtedness or (iii) purchasing any of its capital stock, unless, it has an asset coverage ratio of at least 150 %; and (B) must maintain unencumbered cash and cash equivalents in an amount equal to or greater than 2.50 % of the amount of its repurchase obligations. Churchill has the right to terminate the Facility at any time upon 180 days prior notice to the Company. The Company then has an additional 180 days after termination to repurchase all the mortgage loans held by Churchill. The Company uses the proceeds from the Facility to finance the continued expansion of its lending business and for general corporate purposes. At December 31, 2022, the total amount outstanding under the Facility was $ 42,533,466 . The collateral pledged to Churchill at December 31, 2022 was 32 mortgage loans that in the aggregate had unpaid principal balance of approximately $ 77.8 million. F-17 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 Each of the NHB Mortgage and the Facility contain cross-default provisions, as defined. ​ 8. Financing Transactions During the year ended December 31, 2022, the Company generated approximately $ 162,419,000 of gross proceeds from the sale of its securities as follows: (i) $ 51,875,000 from the sale of its 6.0 % unsecured, unsubordinated notes due March 30, 2027; (ii) $ 30,000,000 from the sale of its 7.125 % unsecured, unsubordinated notes due June 30, 2027; (iii) $ 40,250,000 from the sale of its 8.00 % unsecured, unsubordinated notes due September 30, 2027; and (iv) approximately, $ 40,294,000 from the sale of 7,879,907 common shares in “at-the-market” offerings. The net proceeds from the sale of these securities, approximately $ 157.6 million, were used primarily to fund new mortgage loans, for working capital and general corporate purposes. During the year ended December 31, 2021, the Company generated approximately $ 156.8 million of gross proceeds from the sale of its securities as follows: (i) $ 51,750,000 from the sale of its 6.0 % unsecured, unsubordinated notes due December 30, 2026; (ii) $ 47,575,000 from the sale of its 7.75 % cumulative Series A Preferred Stock; and (iii) $ 57,510,243 from the sale of 10,490,188 common shares in “at-the-market” offerings. The net proceeds from the sale of these securities were used primarily to fund new mortgage loans, for working capital and general corporate purposes ​ ​ 9. Notes Payable At December 31, 2022, the Company had an aggregate of $ 288,401,750 of unsecured, unsubordinated notes payable outstanding, net of $ 8,352,597 of deferred financing costs (collectively, the “Notes”). (i) Notes having an aggregate principal amount of $ 23,663,000 bearing interest at 7.125 % per annum and maturing June 30, 2024 (“the June 2024 Notes”); (ii) Notes having an aggregate principal amount of $ 34,500,000 bearing interest at 6.875 % per annum and maturing December 30, 2024 (the “December 2024 Notes”); (iii) Notes having an aggregate principal amount of $ 56,363,750 bearing interest at 7.75 % per annum and maturing September 30, 2025 (the “September 2025 Notes”); (iv) Notes having an aggregate principal amount of $ 51,750,000 bearing interest at 6.0 % per annum and maturing December 30, 2026 (the "December 2026 Notes"); (v) Notes having an aggregate principal amount of $ 51,875,000 bearing interest at 6.0 % per annum and maturing March 30, 2027 (the “March 2027 Notes”); F-18 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 (vi) Notes having an aggregate principal amount of $ 30,000,000 bearing interest at 7.125 % per annum and maturing June 30, 2027 (the "June 2027 Notes"); and (vii) Notes having an aggregate principal amount of $ 40,250,000 bearing interest at 8.00 % per annum and maturing September 30, 2027 (the “September 2027 Notes”). The Notes were sold in underwritten public offerings, were issued in denomination of $ 25.00 each and are listed on the NYSE American and trade under the symbols “SCCB,” “SACC,” “SCCC,” “SCCD,” “SCCE,” “SCCF” and “SCCG,” respectively. All the Notes were issued at par except for the last tranche of the September 2025 notes, in the original principal amount of $ 28 million, which were issued at $ 24.75 each. Interest on the Notes is payable quarterly on each March 30, June 30, September 30 and December 30 that they are outstanding. So long as the Notes are outstanding, the Company is prohibited from making distributions in excess of 90 % of its taxable income, incurring any additional indebtedness or purchasing any shares of its capital stock unless it has an “Asset Coverage Ratio” of at least 150 % after giving effect to the payment of such dividend, the incurrence of such indebtedness or the application of the net proceeds, as the case may be. The Company may redeem the Notes, in whole or in part, without premium or penalty, at any time after their second anniversary of issuance upon at least 30 days prior written notice to the holders of the Notes. The redemption price will be equal to the outstanding principal amount of the Notes redeemed plus the accrued but unpaid interest thereon up to, but not including the date of redemption. Currently, the June 2024 Notes, December 2024 Notes and the September 2025 Notes are callable at any time. The December 2026 Notes will be callable at any time after December 30, 2023, the March 2027 Notes will be callable at any time after March 9, 2024, the June 2027 Notes will be callable at any time after May 11, 2024, and the September 2027 Notes will be callable at any time after August 23, 2024. The following are the future principal payments on the notes payable as of December 31, 2022: ​ ​ ​ ​ ​ Year ending December 31, Amount 2023 ​ $ — 2024 ​ 58,163,000 2025 ​ 56,363,750 2026 ​ 51,750,000 2027 ​ 122,125,000 Total principal payments ​ 288,401,750 Deferred financing costs ​ ( 8,352,597 ) Total notes payable, net of deferred financing costs ​ $ 280,049,153 ​ The estimated amortization of the deferred financing costs as of December 31, 2022 is as follows: ​ ​ ​ ​ ​ Year ending December 31, Amount 2023 ​ $ 2,304,107 2024 ​ 2,336,228 2025 ​ 1,807,606 2026 ​ 1,410,319 2027 ​ 494,337 Total deferred costs ​ $ 8,352,597 ​ ​ F-19 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 10. Accounts Payable and Accrued Liabilities As of December 31, 2022 and December 31, 2021, accounts payable and accrued liabilities include the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ December 31, 2021 Accounts payable and accrued expenses ​ $ 1,109,789 ​ $ 501,753 Other notes ​ 6,014 ​ 30,921 Accrued interest ​ 323,416 ​ 164,729 Total ​ $ 1,439,219 ​ $ 697,403 ​ ​ 11. Fee and Other Income For the years ended December 31, 2022 and 2021, fee and other income consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ 2022 2021 Late and other fees ​ $ 415,728 ​ $ 519,087 Processing fees ​ 194,000 ​ 193,492 Rental income, net ​ 65,847 ​ 30,663 Extension fees ​ 666,036 ​ 318,922 Other fees ​ 316,407 ​ 203,919 Legal fees ​ 321,555 ​ 254,150 Other income ​ 989,544 ​ 779,737 Total ​ $ 2,969,117 ​ $ 2,299,970 ​ ​ 12. Commitments and Contingencies Origination, Modification Fees and other Loan origination, modification and other fees generally range from 1 %- 3 % of the original loan principal or the modified loan balance and, generally, are payable at the time the loan is funded or modified. The unamortized portion is recorded as deferred revenue on the balance sheet. At December 31, 2022, deferred revenue was $ 4,360,452 , which will be recorded as income as follows: ​ ​ ​ ​ ​ Year ending December 31, 2023 ​ $ 3,851,834 Year ending December 31, 2024 ​ ​ 508,618 Total ​ $ 4,360,452 ​ In instances in which mortgages are repaid before their maturity date, the balance of any unamortized deferred revenue is generally recognized in full at the time of repayment. If the borrower is entitled to a partial refund of the origination fee collected in connection with a prepaid loan, the Company credits the refundable portion against the balance due on the loan. For the years ended December 31, 2022 and 2021, approximately $- 0 - and $ 930 of origination fees were refunded in connection with prepaid loans, respectively. Employment Agreements In February 2017, the Company entered into an employment agreement with John Villano, the material terms of which are as follows: (i) the employment term is five years with extensions for successive one-year periods unless either party provides written notice at least 180 days prior to the next anniversary date of its intention to not renew the agreement; (ii) a base salary of $ 260,000 , F-20 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 which was increased in April 2018, April 2021 and April 2022 to $ 360,000 , $ 500,000 and $ 750,000 , respectively; (iii) incentive compensation in such amount as determined by the Compensation Committee of the Company’s Board of Directors; (iv) participation in the Company’s employee benefit plans; (v) full indemnification to the extent permitted by law; (vi) a two-year non-competition period following the termination of employment without cause; and (vii) payments upon termination of employment or a change in control . In April 2021, the Company granted 89,928 restricted common shares (having a market value of approximately $ 500,000 ) to Mr. Villano. One -third of such shares vested on each of January 1, 2022 and 2023 , and the remaining one -third will vest on January 1, 2024. In April 2022, the Company granted 98,425 restricted common shares (having a market value of approximately $ 500,000 ) to Mr. Villano. One -third of such shares vested on January 1, 2023, and an additional one -third will vest on each of January 1, 2024 and 2025 . In February 2023, the Company granted 130,890 restricted common shares (having a market value of approximately $ 500,000 ) to Mr. Villano. One -third of such shares will vest on each of January 1, 2024, 2025 and 2026 . As of December 31, 2022, there were 158,377 restricted common shares that remain unvested. In July 2022, the Company entered into an employment agreement with John E. Warch, the material terms of which are as follows: (i) the employment term commenced on August 1, 2022 and will continue until terminated by either party; (ii) a base salary of $ 325,000 ; (iii) incentive compensation in such amount as determined by the Compensation Committee of the Company’s Board of Directors; (iv) participation in the Company’s employee benefit plans; (v) full indemnification to the extent permitted by law; and (vi) payments upon termination of employment or a change in control. In February 2023, the Company granted 8,000 restricted common shares (having a market value of approximately $ 30,000 ) to Mr. Warch. One -third of such shares vested on February 9, 2023, and an additional one -third will vest on each of Febuary 9, 2024 and 2025 . Unfunded Commitments At December 31, 2022, the Company had future funding obligations totaling $ 114,556,794 , which can be drawn by the borrowers when the conditions relating thereto have been satisfied. The unfunded commitments will be will be funded from loan payoffs and additional drawdowns under existing and future credit facilities and proceeds from sale of debt and equity securities. Other In the normal course of its business, the Company is named as a party-defendant because it is a mortgagee having interests in real properties that are being foreclosed upon, primarily resulting from unpaid property taxes. The Company actively monitors these actions and, in all cases, believes there remains sufficient value in the subject property to assure that no loan impairment exists. At December 31, 2022, there was one such property. The unpaid principal balance on the property that is subject to this proceeding was approximately $ 105,000 . ​ 13. Related Party Transactions In the ordinary course of business, the Company may originate, fund, manage and service loans to shareholders. The underwriting process on these loans adheres to prevailing Company policy. The terms of such loans, including the interest rate, income, origination fees and other closing costs are the same as those applicable to loans made to unrelated third parties in the portfolio. As of December 31, 2022, and 2021, loans to known shareholders totaled $ 23,545,094 and $ 16,629,844 , respectively. Interest income earned on these loans totaled $ 1,896,834 and $ 830,925 for the years ended December 31, 2022 and 2021, respectively. During the years ended December 31, 2022 and 2021, the wife of the Company’s chief executive officer was employed by the Company as its director of finance. For 2022 and 2021, she received compensation of $ 63,168 and $ 120,000 , respectively. She retired in the third quarter of 2022. In December 2021, the Company hired the daughter of the Company’s chief executive officer to perform certain internal audit and compliance services. For 2022 and 2021, she received compensation of $ 141,652 and $ 10,962 , respectively. ​ F-21 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 14. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, investments in securities, investments in partnerships, and mortgage loans. The Company maintains its cash and cash equivalents with various financial institutions. Accounts at the financial institution are insured by the Federal Deposit Insurance Corporation up to $ 250,000 . The Company is potentially subject to concentration of credit risk in its investment securities. Currently, all of its investment securities, which include common stocks, preferred stock, corporate bonds and mutual funds, are held at Wells Fargo Advisors. Wells Fargo Advisors is a member of the Securities Investor Protection Corporation (SIPC). SIPC protects clients against the custodial risk of a member investment firm becoming insolvent by replacing missing securities and cash up to $500,000, including up to $250,000 in cash, per client in accordance with SIPC rules. The Company makes loans that are secured by first mortgage liens on real property located primarily in Connecticut (approximately 43.5 %), Florida (approximately 23.5 %) and New York (approximately 12.9 %). This concentration of credit risk may be affected by changes in economic or other conditions of the particular geographic area. Credit risks associated with the Company's mortgage loan portfolio and related interest receivable are described in Note 4 - Mortgages Receivable. ​ 15. Outstanding Warrants In 2017 the Company consummated two public offerings – an initial public offering (“IPO”) in February and a follow-on offering in October-November. In connection with the IPO, the Company issued to the underwriters warrants to purchase an aggregate of 130,000 common shares at an exercise price of $ 6.25 per common share (“IPO Warrants”). The IPO Warrants expired on February 9, 2022. In connection with a public offering that was consummated in October 2017, the Company issued to the underwriters warrants to purchase an aggregate of 187,500 common shares at an exercise price of $ 5.00 per share. In January 2022, warrants to purchase 93,750 of the Company’s common shares were exercised. The holders of those warrants elected to use the cashless exercise option available to them under the terms of the warrants. As such, they received 19,658 common shares. On October 24, 2022, all the unexercised warrants expired. ​ 16. Stock-Based Compensation and Employee Benefits Stock-Based Compensation On October 27, 2016, the Company adopted the 2016 Equity Compensation Plan (the “Plan”), the purpose of which is to align the interests of the Company’s officers, other employees, advisors and consultants or any subsidiary, if any, with those of the Company’s shareholders and to afford an incentive to such officers, employees, consultants and advisors to continue as such, to increase their efforts on the Company’s behalf and to promote the success of the Company’s business. The Plan is administered by the Compensation Committee. The maximum number of common shares reserved for the grant of awards under the Plan is 1,500,000 , subject to adjustment as provided in Section 5 of the Plan. The number of securities remaining available for future issuance under the Plan as of December 31, 2022 was 1,188,468 . During the years ended December 31, 2022 and 2021, the Company granted an aggregate of 163,967 and 109,681 restricted common shares under the Plan, respectively. With respect to the restricted common shares granted in 2022, (i) 20,598 shares vested immediately on the date of grant, an additional 20,597 shares will vest on each of the first and second anniversaries of the date of grant and 3,750 shares will vest on the fourth anniversary of the date of grant, and (ii) 32,808 shares will vest on January 1, 2023, 32,808 shares will vest on January 1, 2024 and 32,809 shares will vest on January 1, 2025. With respect to the restricted common shares F-22 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 granted in 2021, (i) 29,976 shares vested on each of January 1, 2022 and January 1, 2023 and an additional 29,976 shares will vest on January 1, 2024, (ii) 3,750 shares vested immediately on the date of grant, an additional 3,750 shares will vest on each of the first, second and third anniversaries of the date of grant and (iii) 4,753 shares became fully-vested when the Company waived the restrictions on such shares upon the retirement of its then executive vice president and chief operating officer in January 2022. As of December 31, 2022, there were 47,788 restricted common shares that remain unvested, not including the unvested shares disclosed in footnote 12. Employee Benefits On April 16, 2018, the Company’s Board of Directors approved the adoption of the Sachem Capital Corp. 401(k) Profit Sharing Plan (the “401(k) Plan”). All employees who meet the participation criteria are eligible to participate in the 401(k) Plan. Under the terms of the 401(k) Plan, the Company is obligated to contribute 3 % of a participant’s compensation to the 401(k) Plan on behalf of an employee-participant. For the years ended December 31, 2022 and 2021, the 401(k) Plan expense was $ 92,831 and $ 47,164 , respectively. ​ 17. Equity Offerings On December 6, 2021, the Company filed a prospectus supplement to its Form S-3 Registration Statement covering the sale of up to $ 44,925,000 of its common shares in an “at-the market” offering. During the year ended December 31, 2022, the Company sold an aggregate of 7,879,907 common shares under this prospectus and realized net proceeds of $ 39,487,960 in connection therewith. In 2021, the Company sold an aggregate of 10,490,188 common shares and realized net proceeds of approximately $ 56.0 million. The shares were sold to the public pursuant to at-the-market offerings. On August 24, 2022, the Company filed a prospectus supplement to its Form S-3 Registration Statement covering the sale of up to $ 75,000,000 of its common shares and its Series A Preferred Stock (as defined in Note 20 below) with an aggregate liquidation preference of up to $ 25,000,000 in an “at-the market” offering, which is ongoing. During the year ended December 31, 2022, the Company did not sell any shares of Series A Preferred Stock and sold approximately $ 2.0 million of its common shares under this prospectus. At December 31, 2022, approximately $ 71.3 million of common shares and $ 25 million of Series A Preferred Stock were available for future sale under the ongoing “at-the market” offering. ​ 18. Partnership Investments As of December 31, 2022, the Company had invested an aggregate of approximately $ 30.8 million in four limited liability companies managed by a commercial real estate finance company that provides debt capital solutions to local and regional commercial real estate owners in the Northeastern United States. The Company’s ownership interest in the four limited liability companies ranges up to 49 %. The Company accounts for these investments at cost because the Company does not control or have significant influence over the investments. The Company’s withdrawal from each limited liability company may only be granted by the manager of such entity. Each limited liability company has elected to be treated as a partnership for income tax purposes. The Company’s partnership investments can be categorized into two fund structures, fund investments and direct loan investments. The fund investments primarily include investments in two funds that invest in mortgage loans to borrowers. The direct loan investments are through two partnerships whereby the Company directly invests in the participation of individual loans to borrowers. Both the fund and direct loan structure primarily invest in mortgage loans to borrowers with a majority of the deals being leveraged by a bank. These loans are primarily two to three year collateralized mortgage loans, often with contractual extension options for the borrowers of an additional year. The Company receives quarterly dividends from the partnerships that are composed of a preferred return, return of capital and promote depending on each loans waterfall calculation, as defined by the loan agreements. The Company cannot redeem its fund investment at any time, its investment will be repaid as the underlying loans are repaid. The Company expects to be repaid on its current investments by December 31, 2026. F-23 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 For the year ended December 31, 2022 and 2021, the partnerships generated $ 1,809,564 and $ 142,026 , respectively, of income for the Company. At December 31, 2022, the Company had unfunded partnership commitments totaling approximately $ 4.0 million. 19. Special Purpose Acquisition Corporation On March 24, 2021, the Company loaned $ 25,000 to its wholly-owned subsidiary, Sachem Sponsor LLC. Sachem Sponsor LLC used those funds to purchase 1,437,500 shares of Class B common stock of Sachem Acquisition Corp., a newly organized blank check company formed under the laws of Maryland in February 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. As of December 31, 2022, the Company had incurred approximately $ 452,000 of costs related to the preparation and filing of the registration statement, including legal fees, accounting fees and filing fees as well organizational costs and an expense advance to the underwriter. On July 14, 2021, Sachem Acquisition Corp. filed a registration statement on Form S-1 registering the sale of 5,750,000 units at $ 10.00 per unit, or $ 57,500,000 in the aggregate. Each unit consists of one share of Class A common stock and one -half of a warrant to purchase one share of Class A common stock. ​ 20. Series A Preferred Stock On June 25, 2021, the Company filed a Certificate of Amendment with the Department of State of the State of New York to designate 1,955,000 shares of the Company’s authorized preferred shares, par value $ 0.001 per share, as shares of Series A Preferred Stock (the “Series A Preferred Stock”) with the powers, designations, preferences and other rights as set forth therein (the “Certificate of Amendment”). The Certificate of Amendment provides that the Company will pay quarterly cumulative dividends on the Series A Preferred Stock, in arrears, on the 30th day of each of September, December, March and June from, and including, the date of original issuance of the Series A Preferred Stock at 7.75 % of the $ 25.00 per share liquidation preference per annum (equivalent to $ 1.9375 per annum per share). The Series A Preferred Stock will not be redeemable before June 29, 2026, except upon the occurrence of a Change of Control (as defined in the Certificate of Amendment). On or after June 29, 2026, the Company may, at its option, redeem any or all of the shares of the Series A Preferred Stock at $ 25.00 per share plus any accumulated and unpaid dividends to, but not including, the redemption date. Upon the occurrence of a Change of Control, the Company may, at its option, redeem any or all of the shares of Series A Preferred Stock within 120 days after the first date on which such Change of Control occurred at $ 25.00 per share plus any accumulated and unpaid dividends to, but not including, the redemption date. The Series A Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted into common shares in connection with a Change of Control by the holders of the Series A Preferred Stock. Upon the occurrence of a Change of Control, each holder of Series A Preferred Stock will have the right (subject to the Company’s election to redeem the Series A Preferred Stock in whole or in part, as described above, prior to the Change of Control Conversion Date as defined in the Certificate of Amendment) to convert some or all of the Series A Preferred Stock held by such holder on the Change of Control Conversion Date into a number of the common shares determined by formula, in each case, on the terms and subject to the conditions described in the Certificate of Amendment, including provisions for the receipt, under specified circumstances, of alternative consideration as described in the Certificate of Amendment. Except under limited circumstances, holders of the Series A Preferred Stock generally do not have any voting rights. On August 23, 2022, in connection with the ongoing “at-the market” offering, the Company filed a Certificate of Amendment with the Department of State of the State of New York to increase the number of authorized shares of Series A Preferred Stock from 1,955,000 to 2,903,000 and to fix the number of common shares to be reserved upon conversion of the Series A Preferred Stock at 72,575,000 . F-24 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 21. Acquisition of Urbane New Haven, LLC Assets In October 2022, the Company acquired substantially all the business assets of Urbane New Haven, LLC, a premier real estate firm specializing in all phases of development and construction, including architecture, design, contracting, and marketing. The purchase price for the Urbane New Haven, LLC’s assets was 300,000 of the Company’s common shares. An independent third-party valuation was performed in accordance with FASB ASC 805 and the fair value of the shares was deemed to be $ 996,000 . The fair value was allocated $ 474,600 to fixed assets, $ 391,000 to goodwill (which is deductible for tax purposes) and $ 130,400 to the trade name. In accordance with the asset purchase agreement, under certain circumstances the Company will be required to pay the seller 20 % of the net proceeds, as defined, of certain real estate development projects completed by the Company until such time that the principal former owner is no longer employed by the Company. Any future payments will be expensed and included in net income. 22. Charter Amendments On July 19, 2022, after shareholders approved an amendment to the Company’s charter at its 2022 Annual Meeting of Shareholders held on July 19, 2022, the Company filed a Certificate of Amendment of the Certificate of Incorporation to increase the number of authorized common shares available for issuance from 100,000,000 to 200,000,000 . ​ 23. Subsequent Events On January 10, 2023, the Company paid a dividend of $ 0.13 per share, or $ 5,342,160 in the aggregate, to common shareholders of record as of December 31, 2022. On January 10, 2023, William C. Haydon, resigned from his position as the Chief Investment Officer, Chief Credit Officer and Director Investor Relations of the Company. From January 3, 2023 through March 30, 2023, the Company sold an aggregate of 2,479,798 common shares under its at-the-market offering facility, realizing gross proceeds of approximately $ 9.4 million. Additionally, over the same period, the Company sold shares of its Series A Preferred Stock having an aggregate liquidation preference of $ 154,675 under its at-the-market offering facility. The gross proceeds from the sale of these shares were $ 139,500 representing a discount of approximately 10 % from the liquidation preference. In February 2023, the Company granted an aggregate of 44,500 restricted common shares (having a market value of approximately $ 141,000 ) to its employees. One -third of such shares vested immediately on the grant date, and an additional one -third will vest on each of the first and second anniversaries of the grant date. On February 28, 2023, the Company refinanced its then existing $ 1.4 million adjustable-rate mortgage loan, obtained in November 2021 from New Haven Bank with a new $ 1.66 million adjustable-rate mortgage loan from New Haven Bank. The new loan accrues interest at an initial rate of 5.75 % per annum for the first 60 months . The interest rate will be adjusted on each of March 1, 2028 and March 1, 2033 to the then published 5-year Federal Home Loan Bank of Boston Classic Advance Rate, plus 1.75 %. Beginning on April 1, 2023 and through March 1, 2038, principal and interest will be due and payable on a monthly basis. All payments under the new loan are amortized based on a 20-year amortization schedule. The unpaid principal amount of the loan and all accrued and unpaid interest are due and payable in full on March 1, 2038. The new loan is a non-recourse obligation, secured primarily by a first mortgage lien on the properties located 698 Main Street, Branford, Connecticut and 568 East Main Street, Branford, Connecticut, which are owned by the Company. On March 2, 2023, the Company entered into a Credit and Security Agreement (the “Credit Agreement”), with Needham Bank, a Massachusetts co-operative bank, as the administrative agent (the “Administrative Agent”) for the lenders party thereto (the “Lenders”) with respect to a $ 45 million revolving credit facility (the “Credit Facility”). Under the Credit Agreement, the Company also has the right to request an increase in the size of the Credit Facility up to $ 75 million, subject to certain conditions, including the approval of the Lenders. Loans under the Credit Facility accrue interest at the greater of (i) the annual rate of interest equal to the “prime rate,” as published in the “Money Rates” column of The Wall Street Journal minus one-quarter of one percent ( 0.25 %), and (ii) four and one-half percent ( 4.50 %). All amounts borrowed under the Credit Facility are secured by a first priority lien on virtually all F-25 Table of Contents SACHEM CAPITAL CORP. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2022 Company’s assets. Assets excluded from the lien include real estate owned by the Company (other than real estate acquired pursuant to foreclosure) and mortgages sold to Churchill under the Facility. The Credit Facility expires March 2, 2026 but the Company has a right to extend the term for one year upon the consent of the Administrative Agent and the Lenders, which consent cannot be unreasonably withheld, and so long as it is not in default and satisfies certain other conditions. All outstanding revolving loans and accrued but unpaid interest are due and payable on the expiration date. The Company may terminate the Credit Facility at any time without premium or penalty by delivering written notice to the Administrative Agent at least ten ( 10 ) days prior to the proposed date of termination. Management has evaluated subsequent events through March 30, 2023 the date on which the consolidated financial statements were available to be issued. Based on the evaluation, no adjustments were required in the accompanying consolidated financial statements. ​ F-26