0001493152-26-016636
SEC filingStrawberry Fields REIT, Inc. entered Amendment No. 2 to its At Market Issuance Sales Agreement, adding Cantor Fitzgerald & Co. as an agent and removing Wedbush Securities Inc., with updated notices and risk factors.
The amendment modifies the existing At Market Issuance Sales Agreement originally dated July 11, 2024, and previously amended on June 4, 2025, by expanding the agent group to include Cantor Fitzgerald & Co. while removing Wedbush Securities Inc. This change could enhance distribution capabilities for the company's common stock offerings under the S-3 shelf registration. Contemporaneous filing of Prospectus Supplement No. 2 ensures compliance for ongoing at-the-market issuances. The limited fee commitment of $15,000 for counsel indicates a low-cost update primarily to notice parties and schedules. Item 8.01 disclosure updates risk factors via Exhibit 99.1, emphasizing concentrations in related-party leases (66 tenants controlled by executives Gubin and Blisko as of December 31, 2025), master leases (86.8% of base rent), skilled nursing facility focus (97.7% of rent), and debt levels ($752.1 million), which supersede prior disclosures and inform investors of persistent operational vulnerabilities.