UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 1-U
CURRENT REPORT
Pursuant to Regulation A of the Securities Act of 1933
Date of Report (Date of earliest event reported): October 30, 2019
IROQUOIS VALLEY FARMLAND REIT, PBC
(Exact name of issuer as specified in its charter)
| Delaware | 82-0921424 |
| (State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
| 708 Church Street, Suite 234, Evanston, IL | 60201 |
| (Full mailing address of principal executive offices) | (ZIP Code) |
(847) 859-6645
(Issuer’s telephone number, including area code)
Title of each class of securities issued pursuant to Regulation A: Common Stock
| Item 9. | Other Events |
2019 Stock Redemption
On October 16, 2019, the board of directors (the “Board”) of Iroquois Valley Farmland REIT, PBC (the “Company”) authorized the Company to redeem shares of its common stock (the “2019 Redemption”). The 2019 Redemption is made pursuant to the Company’s Stock Redemption Program (“Stock Redemption Program”), approved by the Board on February 20, 2019. A copy of the Stock Redemption Program is attached as an Exhibit 3.1 to this Form 1-U. The 2019 Redemption is made under the following terms, in addition to the terms set forth in the Stock Redemption Program:
Term of 2019 Redemption: November 1, 2019 – November 30, 2019.
2019 Redemption Price: $599/share, namely the Company’s current common stock offering price, as set forth in the Company’s current Regulation A offering.
Record Date: October 30, 2019.
Number of Shares to be Redeemed: Up to 3,501 (the “Redemption Cap”), equal to 5% of the shares of common stock of the Company outstanding as of the Record Date. If total shares offered for redemption in the 2019 Redemption exceed the Redemption Cap, the Company will redeem shares up to the Redemption Cap on a pro rata basis.
Eligible Shares: Any shares purchased more than five (5) years prior to the Record Date. Based on the Record Date, shares must have been purchased prior to October 30, 2014 to be eligible for the 2019 Redemption.
Minimum Redemption: Subject to the Redemption Cap, stockholders must redeem a minimum of twenty (20) shares of common stock to participate in the 2019 Redemption. If a stockholder owns less than twenty (20) shares, the stockholder may participate if the stockholder redeems all of the shares then owned by the stockholder.
Timing of Payment: The Company intends to issue payments under the 2019 Redemption promptly upon the termination of the 2019 Redemption.
Any Registered Shareholder seeking redemption of eligible shares in the 2019 Redemption must submit a completed Request for Redemption (attached hereto as Exhibit 3.2) to the Company no later than November 30, 2019.
The Request for Redemption will also be distributed to stockholders as of the Record Date.
Safe Harbor Statement
This Current Report on Form 1-U contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934. You can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “projects,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including those described under the section titled “Risk Factors” in the Company’s Offering Statement, as amended, on Form 1-A/A dated April 26, 2019, filed with the SEC, as such factors may be updated from time to time in the Company’s subsequent filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Company’s filings with the SEC. The Company undertakes no obligation to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.
Exhibit Listing
| 3.1 | Stock Redemption Program |
| 3.2 | Request for Redemption |
| 2 |
SIGNATURE
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| IROQUOIS VALLEY FARMLAND REIT, PBC | ||||
| By: | /s/ Mark Schindel | |||
| Mark Schindel | ||||
| Chief Financial Officer | ||||
Date: October 29, 2019
| 3 |