21 unchanged sentences
• upon termination of the Contribution Agreement under specified circumstances, we may be required to pay IRG Global a termination fee of $4.0 million;
−Removed: • we have incurred, and will continue to incur, significant transaction costs, including legal, accounting, financial advisor, filing, printing and mailing fees, regardless of whether the Transaction closes;
+Added: • we have incurred, and will continue to incur, significant transaction expenses, including legal, accounting, financial advisor, filing, printing and mailing fees, regardless of whether the Transaction closes;
• the Transaction, whether or not it closes, will divert the attention of certain management and other key employees from our ongoing business activities, including the pursuit of other opportunities that could be beneficial to us.
2 unchanged sentences
The Contribution Agreement contains certain provisions that restrict our ability to solicit, initiate, knowingly encourage or knowingly facilitate any proposals for, or that could reasonably lead to, alternative transactions with a third party, or participate in discussions relating to an alternative transaction or a proposal or inquiry related thereto, furnish non-public information to third parties relating to an alternative transaction or a proposal or inquiry therefor, change our board of directors’ recommendation to our shareholders or enter into an agreement with respect to any proposal for an alternative transaction, in each case, subject to certain exceptions.
−Removed: In addition, IRG Global generally has an opportunity to offer to
−Removed: modify the terms of the Contribution Agreement in response to any competing acquisition proposal before our board of directors may withdraw or qualify its recommendation with respect to the Transaction.
+Added: In addition, IRG Global generally has an opportunity to offer to modify the terms of the Contribution Agreement in response to any competing acquisition proposal before our board of directors may withdraw or qualify its recommendation with respect to the Transaction.
We will be required to pay IRG Global a termination fee of $4.0 million if the Contribution Agreement is terminated under certain specified circumstances, including (i) a termination by us, prior to obtaining the Sachem Shareholder Approval, in order to enter into a definitive agreement with respect to a Superior Acquisition Proposal (as defined in the Contribution Agreement), (ii) a termination by IRG Global following a Transferee Parent Adverse Recommendation Change (as defined in the Contribution Agreement) or our approval or entry into an alternative acquisition agreement, or (iii) certain terminations for failure to close by the outside date (which is April 30, 2027), our uncured terminating breach or failure to obtain the Sachem Shareholder Approval, in each case, if a qualifying competing acquisition proposal has been announced, disclosed or otherwise communicated prior to such termination and, within 12 months after the termination, we consummate, or enter into and subsequently consummate, a competing acquisition transaction.
6 unchanged sentences
In addition, the pendency of the Transaction may make it more difficult for us to effectively retain and incentivize key personnel and may cause distractions from our strategy and day-to-day operations for our current employees and management.
−Removed: We and/or IRG Global may be the target of securities class action and derivative lawsuits and other legal or regulatory proceedings, which could result in substantial costs and may delay or prevent the Transaction from being completed.
−Removed: Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into significant transaction agreements.
−Removed: Lawsuits or other proceedings may be brought against us and/or IRG Global challenging, among other things, the adequacy of the disclosures in the proxy statement or other disclosures we make in connection with the Transaction, the process conducted by our respective boards of directors, the terms of the Contribution Agreement, alleged breaches of fiduciary duties by our respective directors and/or officers, or the fairness of the consideration in connection with the Transaction.
+Added: We and IRG Global are the target of certain legal proceedings, which could result in substantial costs and may delay or prevent the Transaction from being completed.
+Added: Securities class action lawsuits, derivative lawsuits and other legal proceedings are often brought against companies that have entered into significant transaction agreements.
+Added: On July 27, 2026, a group of seventeen plaintiffs filed a complaint in the Superior Court of the State of California in the County of Los Angeles, Case No.
+Added: 26STCV23391, against us, IRG Master Holdings, IRG Holdings Manager, LLC (“IRGHM”), IRG Global and Stuart Lichter (together with IRG Master Holdings, IRGHM and IRG Global, the “IRG Defendants”).
+Added: The plaintiffs purport to be investors who hold interests in IRG Master Holdings.
+Added: The complaint alleges, among other things, that the plaintiffs are pursuing certain claims against the IRG Defendants in an underlying arbitration (the “Arbitration”).
+Added: We are not a party to the underlying Arbitration.
+Added: The Complaint asserts a single cause of action for injunctive relief in aid of arbitration, pursuant to California Code of Civil Procedure sections 1281.8 and 525, et seq., seeking to enjoin the closing of the previously announced Transaction and certain related transactions, until the conclusion of the Arbitration.
+Added: We intend to vigorously defend ourself
+Added: against the claims made in the complaint.
+Added: Additional lawsuits or other proceedings may be brought against us and/or IRG Global challenging, among other things, the adequacy of the disclosures in the proxy statement or other disclosures we make in connection with the Transaction, the process conducted by our respective boards of directors, the terms of the Contribution Agreement, alleged breaches of fiduciary duties by our respective directors and/or officers, or the fairness of the consideration in connection with the Transaction.
Even if such lawsuits or other legal or regulatory proceedings are without merit, defending against these claims can result in substantial costs and divert management time and resources from us and/or IRG Global.
25 unchanged sentences
Effective internal controls are necessary to provide reliable financial reporting and prevent fraud.
−Removed: If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting
−Removed: firm is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common shares could be adversely affected and we could become subject to litigation or regulatory investigations.
+Added: If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common shares could be adversely affected and we could become subject to litigation or regulatory investigations.
We continue to evaluate and implement steps to remediate the material weakness.
1 unchanged sentence
The material weakness in our internal control over financial reporting will not be considered remediated until the management review control operates for a sufficient period of time and management concludes, through testing, that the control operates effectively.
−Removed: If we do not successfully remediate the material weakness, or if other material weaknesses or other deficiencies arise in the future, we may be unable to accurately report our financial results, specifically potential goodwill impairments, which could cause our financial results to be materially misstated.
+Added: If we do not successfully remediate the material weakness, or if other material weaknesses or other deficiencies arise in the future, we may be unable to accurately report our financial results, which could cause our financial results to be materially misstated.
In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports, which could adversely affect investor confidence in us, our business, results of operations and financial condition, the trading price of our common shares, and our ability to remain listed on the NYSE American.
2.1 Form of Amended and Restated Exchange Agreement (1)
+Added: 2.2 Contribution Agreement, dated as of May 17, 2026 by and between Industrial Realty Group Global, LLC and Sachem Capital Corp (26)
3.1 Certificate of Incorporation (1)
106 unchanged sentences
(25) Previously filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended September 30, 2025 and incorporated herein by reference.
+Added: (26) Previously filed as an exhibit to the Current Report on Form 8-K on May 18, 2026 and incorporated herein by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
SACHEM CAPITAL CORP.
+Added: August 5, 2026
President and Chief Executive Officer
(Principal Executive Officer)
+Added: August 5, 2026
/s/ Jeffery C.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.