UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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)
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Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K filed by Strawberry Fields REIT, Inc. (the “Company”) includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Forward-looking statements include, without limitation, statements relating to projected industry growth rates, the Company’s current growth rates and the Company’s present and future cash flow position. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.
Item 7.01 Regulation FD Disclosure.
On June 23, 2025, the Company issued approximately $87.6 million, net of fees, of its Series B Bonds. The offer and sale of such bonds was pursuant to an offering registered, and exclusively conducted, in Israel. The bonds trade on the Tel Aviv Stock Exchange Ltd.
The Company is obligated to make four principal reduction payments on the bonds, on June 30 of each of the years 2026 to 2029 (inclusive). Each of the first three payments will constitute 4% of the principal of the total par value of the bonds and the final payment will constitute 88% of the principal. The Company is also obligated to pay interest at an annual rate of 6.70% on the unpaid principal of the bonds. The Company will make such payments on December 31, 2025, and June 30 and December 31 of each of the years 2026 through 2028 (inclusive) and on June 30, 2029.
The Company will use net proceeds from the issuance of the for ongoing operations and general purposes, including the repayment of existing bank debts and the acquisition of properties
In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act of 1933, as amended (the “Securities Act”), and shall not be incorporated by reference into any filing by the Company under the Exchange Act or the Securities Act, regardless of any general incorporation language in such filing except as shall be expressly set forth by specific reference in any such filing.
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.
| OPTIMUMBANK HOLDINGS, INC. | ||
| Date: | June 25, 2025 | |
| By: | /s/ Moishe Gubin | |
| Moishe Gubin | ||
| Chairman and Chief Executive Officer | ||