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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) May 5, 2025 (May 1, 2025)

 

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       46628
South Bend, Indiana       (Zip Code)
(Address of principal executive offices)        

 

(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, $0.00001 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 5.07. Submission of Matters to a Vote of Security Holders.

 

The 2025 annual meeting of shareholders of Strawberry Fields REIT, Inc. (the “Company”) was held on May 1, 2025. There were 12,253,619 shares of common stock outstanding as of the record date for the annual meeting, of which 10,073,285 were present in person or by proxy at the meeting, representing 82.21% of the outstanding shares eligible to vote. The voting results of the meeting are:

 

Proposal 1 - To elect six directors:

 

   For  Withhold  Broker Non-Vote
(1) Moishe Gubin   7,449,200    255,641    2,368,444 
(2) Michael Blisko   7,170,255    534,586    2,368,444 
(3) Jack Levine   7,437,515    267,326    2,368,444 
(4) Mark Myers   7,458,419    246,422    2,368,444 
(5) Stanford Gertz   7,459,373    245,468    2,368,444 
(6) Ted Lerman   7,459,553    245,288    2,368,444 

 

Proposal 2 – To ratify the selection of Hacker, Johnson & Smith, P.A. as the Company’s independent auditor for fiscal year 2025:

 

For  Against  Abstain
 9,894,585    426,447    80,378 

  

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number

  Exhibit Name   Filed Herewith
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.  
     
Date: May 5, 2025  
     
By:  /s/ Moishe Gubin  
  Moishe Gubin  
  Chief Executive Officer and Chairman