UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 14, 2026
Strawberry Fields REIT, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-41628 | 84-2336054 | ||
(State or other jurisdiction of incorporation) | (Commission file number) | (IRS employer identification no.) |
| 6101 Nimtz Parkway | ||||
| South Bend, Indiana | 46628 | |||
| (Address of principal executive offices) | (Zip Code) |
(574) 807-0800
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered pursuant to Section 12(b) of the Act:
| Title of each class registered | Trading Symbol(s) | Name of exchange on which registered | ||
| Common Stock, $0.0001 par value | STRW | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1933 (§240.12b-2 of this chapter)
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On April 14, 2026, Strawberry Fields REIT, Inc. (the “Company”) and its operating partnership, Strawberry Fields Realty LP, entered into Amendment No. 2 to At Market Issuance Sales Agreement (the “Amendment”) with B. Riley Securities, Inc., A.G.P./Alliance Global Partners and Cantor Fitzgerald & Co. The Amendment amends that certain At Market Issuance Sales Agreement dated July 11, 2024, and amended on June 4, 2025 (as amended, the “Agreement”) by adding Cantor Fitzgerald & Co. to, and removing Wedbush Securities Inc. from, the group of Agents (as defined in the Agreement).
Contemporaneously with entering into the Amendment, the Company filed with the Securities and Exchange Commission (the “SEC”), pursuant to Rule 424(b)(5), a Prospectus Supplement No. 2 (the “Supplement”) to the Company’s prospectus and base prospectus both dated July 25, 2024, as supplemented on June 4, 2025.
The offering of the shares pursuant to the Agreement and the Amendment is made pursuant to the Company’s registration statement on Form S-3 (File No. 333-280766), filed by the Company with the SEC on July 25, 2024, the prospectus and base prospectus both dated July 25, 2024, and the Supplements filed by the Company with the SEC pursuant to Rule 424(b) on June 4, 2025 and April 14, 2026.
The foregoing summary of the Amendment is qualified by reference to its full text, a copy of which is filed as Exhibit 1.1 to this Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
The risk factors set forth in Exhibit 99.1 to this Current Report on Form 8-K are being filed by the Company for the purpose of updating its risk factors.
The risk factors set forth in Exhibit 99.1 are incorporated into this Item 8.01 by reference. The disclosure contained in this Form 8-K modifies and supersedes any corresponding discussions included in any registration statement or report previously filed with the SEC pursuant to the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder to the extent they are inconsistent with such information.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Exhibit Name | |
| 1.1 | Amendment No. 2 to At Market Issuance Sales Agreement with B. Riley Securities, Inc., A.G.P./Alliance Global Partners and Cantor Fitzgerald & Co. dated April 14, 2026 (with redactions) | |
| 99.1 | Risk Factors | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STRAWBERRY FIELDS REIT, INC. FILEDSINC. | ||
| Date: | April 14, 2026 | |
| By: | /s/ Moishe Gubin | |
| Moishe Gubin | ||
| Chief Executive Officer and Chairman | ||