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): June 15, 2023
Chicago Atlantic Real Estate Finance, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | | 001-41123 | | 86-3125132 |
(State or other jurisdiction of
incorporation or organization) | | (Commission File Number) | | (IRS Employer
Identification Number) |
1680 Michigan Avenue, Suite 700, Miami Beach, FL 33139
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code (312) 809-7002
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 | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | | REFI | | The Nasdaq Global Market LLC |
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 1934 (§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 June 20, 2023, Chicago Atlantic Real Estate Finance, Inc. (the “Company”) and Chicago Atlantic REIT Manager LLC (the “Manager”) entered into separate at-the-market sales agreements (each a “Sales Agreement” and together, the “Sales Agreements”) with BTIG, LLC, Compass Point Research & Trading LLC, and Oppenheimer & Co. Inc. (each a “Sales Agent” and together, the “Sales Agents”). Under the Sales Agreements, the Company may, but has no obligation to, issue and sell, from time to time, up to $75,000,000 in aggregate offering price of shares of its common stock, par value $0.01 per share (the “Shares”), through the Sales Agents, or to them, as principals for their own accounts. The Company intends to use the net proceeds, if any, from this “at-the-market” offering to fund the Company’s loan pipeline, pay down borrowings on the Company’s revolving credit facility and for general corporate purposes.
Sales of the Shares, if any, will be made under the prospectus supplement, dated June 20, 2023 (the “Prospectus Supplement”), as it may be supplemented from time to time, and the accompanying prospectus, dated January 19, 2023 (together with the Prospectus Supplement, including any documents incorporated or deemed to be incorporated by reference therein, the “Prospectus”) by any method that is deemed to be part of an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, sales made directly on the Nasdaq Global Market, on any other existing trading market for our common stock, in block trades or to or through a market maker or through an electronic communications network.
Under the terms of the Sales Agreements, the Sales Agents will receive a commission from the Company in an amount up to 3.0% of the gross sales price of any Shares sold through the Sales Agents under the Sales Agreements and reimbursement of certain expenses. The Sales Agreements contain customary representations, warranties and agreements of the Company and the Manager, indemnification rights and obligations of the parties, and termination provisions.
The Shares, if any, will be offered, issued and sold pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-268920) and the Prospectus.
The foregoing description of the Sales Agreements is not complete and is qualified in its entirety by reference to the full text of the Form of Sales Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference. A copy of the opinion of Venable LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its 2023 Annual Meeting of Stockholders on June 15, 2023 and submitted two (2) matters to the vote of stockholders. A summary of the matters voted upon by the stockholders is set forth below.
Election of Directors:
Stockholders of the Company elected nine nominees for director, each to serve for a one-year term to expire at the 2024 Annual Meeting of Stockholders based on the following votes:
| Nominee | | Total
Votes For | | | Total Votes
Withheld | | | Broker
Non-Votes | |
| Andreas Bodmeier | | | 3,827,939 | | | | 155,969 | | | | 8,406,390 | |
| John Mazarakis | | | 3,827,550 | | | | 156,358 | | | | 8,406,390 | |
| Anthony Cappell | | | 3,943,564 | | | | 40,344 | | | | 8,406,390 | |
| Peter Sack | | | 3,814,319 | | | | 169,589 | | | | 8,406,390 | |
| Jason Papastavrou | | | 2,346,045 | | | | 1,637,863 | | | | 8,406,390 | |
| Frederick C. Herbst | | | 3,938,889 | | | | 45,019 | | | | 8,406,390 | |
| Donald E. Gulbrandsen | | | 3,058,670 | | | | 925,238 | | | | 8,406,390 | |
| Brandon Konigsberg | | | 3,900,240 | | | | 83,668 | | | | 8,406,390 | |
| Michael L. Steiner | | | 3,058,660 | | | | 925,248 | | | | 8,406,390 | |
Ratification of the Appointment of BDO USA LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:
Stockholders of the Company ratified the appointment of BDO USA LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 based on the following votes:
| | | Votes For | | | Votes
Against | | | Abstentions/
Withheld | | | Broker
Non-Votes | |
| All Stockholders | | | 12,168,943 | | | | 94,041 | | | | 127,314 | | | | 0 | |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| | CHICAGO ATLANTIC REAL ESTATE FINANCE, INC. |
| | | |
| Date: June 20, 2023 | By: | /s/ Anthony Cappell |
| | | Name: | Anthony Cappell |
| | | Title: | Chief Executive Officer |
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