February 18, 2022
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 New York 81-3467779
incorporation or organization) 81-3467779
(I.R.S. Employer
Identification Number)
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| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ | |
| | | | | | | Emerging growth company | | | ☒ | |
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered (1) | Amount to be Registered (2) | Proposed Maximum Offering Price Per Unit (2) | Proposed Maximum Aggregate Offering Price (3) | Amount of Registration Fee (3) | ||||||||||||
Common shares, par value $0.001 per share (4) | ||||||||||||||||
Preferred shares, par value $0.001 per share (4) | ||||||||||||||||
Debt securities (4) | ||||||||||||||||
Warrants (4) | ||||||||||||||||
Units (4) (5) | ||||||||||||||||
Guarantees of debt securities (4)(6) | ||||||||||||||||
Total | $ | 150,000,000 | $ | 16,365 |
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 7(a)(2)(B) of the Securities Act. ☐ |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
PROSPECTUS SUBJECT TO COMPLETION DATED February 18, 2022 $300,000,000 |
$150,000,000
Common Shares, Preferred Shares, Debt Securities, Guarantees of Debt Securities, Warrants and Units
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History of successful operations. We commenced operations as a limited liability company in December 2010 with three investors and limited equity capital. Since our inception through September 30, 2021, we have originated approximately 1,617 mortgage loans having an aggregate principal amount of approximately $540.4 million. Immediately prior to the IPO, we had approximately 155 investors and $27 million of members’ equity. Since we became a public company, as of September 30, 2021, we have raised approximately an additional $81.2 million (excluding the IPO proceeds) in equity capital and approximately $114.5 million of debt capital. Similarly, since the IPO, our mortgage loan portfolio has grown from approximately $33.8 million to approximately $220.0 million at September 30, 2021. In addition, at September 30, 2021, we had approximately $19.2 million of cash and cash equivalents. We have reported net profits in every quarter since our IPO. • Long-standing relationships. We have ongoing relationships with many of our borrowers. At September 30, 2021, our loan portfolio includes 161 loans having an aggregate principal balance of approximately $31.8 million that were extensions of prior loans. Customers are also a referral source for new borrowers. As long as these borrowers remain active real estate investors, they provide us with an advantage in securing new business and help us maintain a pipeline to attractive new opportunities that may not be available to many of our competitors or to the general market. • Competent workforce. Our employees are multi-skilled professionals who have a strong “team” orientation, a “continuous process improvement” mentality, and an authentic desire to learn all aspects of our business and contribute wherever and however they are needed. • Knowledge of the market. We have an intimate knowledge of the Connecticut real estate market, which enhances our ability to identify attractive opportunities and helps distinguish us from many of our competitors. • Disciplined lending. We seek to maximize our risk-adjusted returns, and preserve and protect capital, through our disciplined and credit-based approach. We utilize rigorous underwriting and 1 loan closing procedures that include numerous checks and balances to evaluate the risks and merits of each potential transaction. We seek to protect and preserve capital by carefully evaluating the condition of the property, the location of the property, the value of the property and other forms of collateral. • Vertically-integrated loan origination platform. We manage and control the loan process from origination through closing with our own personnel or independent third parties, including legal counsel and appraisers, with whom we have long relationships. Together, these individuals constitute a team highly experienced in credit evaluation, underwriting and loan structuring. We also believe that our procedures and experience allow us to execute opportunities quickly and efficiently. • Structuring flexibility. As a small, non-bank, geographically focused real estate lender, we can move quickly and have much more flexibility than traditional lenders to structure loans to suit the needs of our clients. Our ability to customize financing structures to meet borrowers’ needs is one of our key business strengths. • No legacy issues. We are not burdened by distressed legacy real estate assets. |
Market Opportunity
2022
Property value fluctuations. We remain aware of property value market cycles and utilize a dashboard of indicators to track property value trends. If we see a decline in property values, ourOur response to this development would be to adhere to our strict loan-to-value ratio limit the term of our loans to not more than one year,and other underwriting guidelines and aggressively enforce our rights when loans go into default. We intend to be well-capitalized and well-positioned to be opportunistic through negative cycles as we did in the first quarter of 2020. By judiciously relying on our dashboard of leading indicators and continuing to make decisions in a sound and proper manner, we see no reason to expect any negative outcome regarding our business operations and growth. Some of our indicators within our dashboard are interest rate changes impacting mortgage rates, days-on-market, pending sales, NAHB’s Housing Market Index, and the Senior Loan Officer Opinion Survey, among others.
loans are funded in full at closing. However, where all or a portion of the loan proceeds are to be used to fund the costs of renovating or constructing improvements on the property, only a portion of the loan may be funded at closing. At September 30, 2021, our mortgage loan portfolio included 157 loans with future funding obligations, in the aggregate principal amount of approximately $61.7 million, compared to 105 loans in the aggregate principal amount of approximately $13.3 million at September 30, 2020. The increase is due to an increase in construction loan originations, a large portion of which is in the Florida market. Advances under these loans are funded against requests supported by all required documentation (including lien waivers) as and when needed to pay contractors and other costs of construction. In order to deal with these obligations, we are compelled to maintain higher cash balances, which could adversely impact our financial performance.
2022.
Our largest expense item is interest and amortizationnone may ever be approved.
repurchase all the mortgage loans held by Churchill. • At December 31, 2021, we had an outstanding balance of approximately $19.1 million under the Churchill Facility.
consideration, unless otherwise approved by our board of directors. At September 30, 2021, we had one borrower whose outstanding loans, in the aggregate principal amount of $22.3 million, represented 10.2% of our mortgage loan portfolio. In addition, we had a second borrower with loans having an aggregate outstanding principal amount of $10.0 million, which represented approximately 4.6% of our mortgage loan portfolio. However, our total funding obligations to this borrower are approximately $23.4 million. On a fully funded basis, the total amount outstanding to this borrower would have represented approximately 10.0% of our mortgage loan portfolio as of September 30, 2021. Our revenue consists primarily of interest earned on our loan portfolio. As of September 30, 2021, our capital structure has tilted towards more debt over the past 24 months, debt service has become a significant factor in determining our net income. Our capital structure at March 31, 2021 was approximately 63.0%49.3% debt vs. 37.0%and 50.7% equity. Most of our debt, approximately $114.5 million, is unsecured unsubordinated 5-year notes. The weighted average interest rate on these notes is 7.36%. In addition, we had a balance of approximately $28.2$30.1 million at March 31,September 30, 2021 under our margin loan account withthe Wells Fargo.Fargo Margin Loan Account. The outstanding balance on this loan bears interest at a rate equal to 1.75% below the prime rate. The interest rate on this loan as of March 31,September 30, 2021 was 1.5%.
We have a margin loan account with
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The holders
As a REIT, weliquidity. These results and our ability to pay distributions will be required,affected by various factors, including the net interest and other income from our portfolio, our operating expenses and other expenditures and the restrictions and limitations imposed by the New York Business Corporation Law, referred to as the BCL, and any restrictions and/or limitations imposed on us by our creditors.
From and after the effective date of our REIT election, we intend to pay regular quarterly distributions to holders of our common shares in an amount not less than 90% of our REIT taxable income (determined before the deduction for dividends paid and excluding any net capital gains). U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its taxable income. We intend to make distributions to our shareholders to comply with the REIT requirements of the Code.
profits.
Amount | ||||
Payment Date | Per Share | |||
2021 | ||||
April 16 | $ | 0.12 | ||
January 8 ¥ | $ | 0.12 | ||
2020 | ||||
November 4 | $ | 0.12 | ||
August 7*** | $ | 0.12 | ||
January 27* | $ | 0.12 | ||
2019 | ||||
October 22 | $ | 0.12 | ||
July 29 | $ | 0.12 | ||
April 18 | $ | 0.12 | ||
January 10** | $ | 0.17 | ||
2018 | ||||
November 6 | $ | 0.12 | ||
July 27 | $ | 0.11 | ||
April 27*** | $ | 0.105 | ||
February 27**** | $ | 0.105 | ||
2017 | ||||
November 17 | $ | 0.105 | ||
July 27 | $ | 0.105 | ||
April 27 | $ | 0.05 |
Payment Date | | | Amount Per Share | | |||
2022 | | | | | | | |
January 10Ω | | | | $ | 0.12 | | |
2021 | | | | | | | |
October 29 | | | | $ | 0.12 | | |
July 30 | | | | $ | 0.12 | | |
April 16 | | | | $ | 0.12 | | |
January 8¥ | | | | $ | 0.12 | | |
2020 | | | | | | | |
November 4 | | | | $ | 0.12 | | |
August 7 | | | | $ | 0.12 | | |
January 27* | | | | $ | 0.12 | | |
2019 | | | | | | | |
October 22 | | | | $ | 0.12 | | |
July 29 | | | | $ | 0.12 | | |
April 18 | | | | $ | 0.12 | | |
January 10** | | | | $ | 0.17 | | |
2018 | | | | | | | |
November 6 | | | | $ | 0.12 | | |
July 27 | | | | $ | 0.11 | | |
April 27*** | | | | $ | 0.105 | | |
February 27**** | | | | $ | 0.105 | | |
2017 | | | | | | | |
November 17 | | | | $ | 0.105 | | |
July 27 | | | | $ | 0.105 | | |
April 27 | | | | $ | 0.05 | | |
outstanding, and 55,550,481 common shares held in reserve for future issuance including 6,607,327 shares reserved for issuance in the New ATM Offering, 1,318,935 shares reserved for issuance under our 2016 Equity Compensation Plan, 49,219 shares for issuance upon the exercise of warrants issued to the Underwriters in our follow-on public offering and 47,575,000 shares reserved for issuance in the event of the conversion of the outstanding shares of our Series A Preferred Stock.
General
listed on the NYSE American under the symbol “SACHPRA.”
In determining whether a distribution (other than upon our voluntary or involuntary liquidation, dissolution or winding up) by dividend, redemption or other acquisition of shares of our stock or otherwise is permitted under the BCL, no effect shall be given to amounts that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of holders of any series of preferred shares whose preferential rights upon dissolution are superior to those receiving the distribution.
In connection with the IPO, we issued to the underwriters warrants to purchase an aggregate of 130,000 common shares at an exercise price of $6.25 per common share. These warrants are exercisable at any time, and from time to time, in whole or in part, commencing on February 9, 2018 and expire on February 9, 2022. The fair value of these warrants, using the Black-Scholes option pricing model, on the date of issuance was $114,926. As of June 8, 2021, none of these warrants had been exercised.
We will describe in the applicable prospectus supplement any other special considerations for any debt securities we sell which are denominated in a currency or currency unit other than U.S. dollars. In addition, debt securities may be issued where the amount of principal and/or interest payable is determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors. Holders of such securities may receive a principal amount or a payment of interest that is greater than or less than the amount of principal or interest otherwise payable on such dates, depending upon the value of the applicable
Transactions Outside the Ordinary Course of Business
Our certificate of incorporation, as amended, and bylaws obligate us, to the fullest extent permitted by New York law in effect from time to time, to indemnify, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any present or former director or officer who is made or threatened to be made a party to, or witness in, a proceeding by reason of his or her service in that capacity and any individual who, while a member of our board of directors and at our request, serves or has served as a director, officer, trustee or manager of another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity authorized by:
”
In connection with granting a waiver of the ownership limits or creating an excepted holder limit or at any other time, our board of directors may from time to time increase or decrease the common share ownership limit, for all other persons, unless, after giving effect to such increase, five or fewer individuals could beneficially own, in the aggregate, more than 49.9% in value of our outstanding shares or we would otherwise fail to qualify to be taxed as a REIT. A reduced ownership limit will not apply to any person or entity whose percentage ownership of our common shares or our shares of all classes and series, as applicable, is, at the effective time of such reduction, in excess of such decreased ownership limit until such time as such person’s or entity’s percentage ownership of our common shares or our shares of all classes and series, as applicable, equals or falls below the decreased ownership limit, but any further acquisition of our common shares or shares of other classes or series of our capital stock, as applicable, will violate the decreased ownership limit.
Shares of our capital stock held in the trust will be issued and outstanding shares. The prohibited owner will not benefit economically from ownership of any of our capital shares held in the trust and will have no rights to distributions and no rights to vote or other rights attributable to the shares held in the trust. The trustee of the trust will exercise all voting rights and receive all distributions with respect to shares held in the trust for the exclusive benefit of the charitable beneficiary of the trust. Any distribution made before we discover that the shares have been transferred to a trust as described above must be repaid by the recipient to the trustee upon demand by us. Subject to New York law, effective as of the date that the shares have been transferred to the trust, the trustee will have the authority to rescind as void any vote cast by a prohibited owner before our discovery that the shares have been transferred to the trust and to recast the vote in accordance with the desires of the trustee acting for the benefit of the charitable beneficiary of the trust. However, if we have already taken irreversible corporate action, then the trustee may not rescind and recast the vote.
Certificates representing shares of our capital stock will bear a legend referring to the restrictions on ownership and transfer of shares of our capital stock described above.
The sections of the Code that relate to our qualification and operation as a REIT are highly technical and complex. This discussion sets forth the material aspects of the sections of the Code that govern the U.S. federal income tax treatment of a REIT and its stockholders.
Under the Bipartisan Budget Act of 2015, liability is imposed on the partnership (rather than its partners) for adjustments to reported partnership taxable income resulting from audits or other tax proceedings. The liability can include an imputed underpayment of tax, calculated by using the highest marginal U.S. federal income tax rate, as well as interest and penalties on such imputed underpayment of tax. Using certain rules, partnerships may be able to transfer these liabilities to their partners. In the event any adjustments are imposed by the IRS on the taxable income reported by any subsidiary partnerships, we intend to utilize certain rules to the extent possible to allow us to transfer any liability with respect to such adjustments to the partners of the subsidiary partnerships who should properly bear such liability. However, there is no assurance that we will qualify under those rules or that we will have the authority to use those rules under the operating agreements for certain of our subsidiary partnerships.
Ownership of Interests in Subsidiary REITs
Income from Prohibited Transactions. Any gain that we realize on the sale of any property held as inventory or otherwise held primarily for sale to customers in the ordinary course of business (commonly referred to as “dealer property”) including our share of any such gain realized by our operating partnership, either directly or through its subsidiary partnerships and limited liability companies, will be treated as income from a prohibited transaction that is subject to a 100% penalty tax. For purposes of determining the
Income from Foreclosure Property. We generally will be subject to tax at the maximum corporate rate (currently 21%) on any net income from foreclosure property, including any gain from the disposition of the foreclosure property, other than income that constitutes qualifying income for purposes of the 75% gross income test. Foreclosure property is real property and any personal property incident to such real property (1) that we acquire as the result of having bid on the property at foreclosure, or having otherwise reduced the property to ownership or possession by agreement or process of law, after a default (or upon imminent default) on a lease of the property or a mortgage loan held by us and secured by the property, (2) for which we acquired the related loan or lease at a time when default was not imminent or anticipated, and (3) with respect to which we made a proper election to treat the property as foreclosure property. Any gain from the sale of property for which a foreclosure property election has been made will not be subject to the 100% tax on gains from prohibited transactions described above, even if the property would otherwise constitute inventory or dealer property. To the extent that we receive any income from foreclosure property that does not
For purposes of the 10% value test, debt will meet the “straight debt” safe harbor if (1) neither us, nor any of our controlled taxable REIT subsidiaries (i.e., taxable REIT subsidiaries more than 50% of the vote or value of the outstanding stock of which is directly or indirectly owned by us), own any securities not described in the preceding paragraph that have an aggregate value greater than one percent of the issuer’s outstanding securities, as calculated under the Code, (2) the debt is a written unconditional promise to pay on demand or on a specified date a sum certain in money, (3) the debt is not convertible, directly or indirectly, into stock, and (4) the interest rate and the interest payment dates of the debt are not contingent on the
Annual Distribution Requirements
Commencing in taxable years beginning after December 31, 2017, Section 163(j) of the Code limits the deductibility of net interest expense paid or accrued on debt properly allocable to a trade or business to 30% of “adjusted taxable income,” subject to certain exceptions. Any deduction in excess of the limitation is carried forward and may be used in a subsequent year, subject to the 30% limitation. Adjusted taxable income is determined without regard to certain deductions, including those for net interest expense, net operating loss carryforwards and, for taxable years beginning before January 1, 2022, depreciation, amortization and depletion. Provided the taxpayer makes a timely election (which is irrevocable), the 30% limitation does not apply to a trade or business involving real property development, redevelopment, construction, reconstruction, rental, operation, acquisition, conversion, disposition, management, leasing or brokerage, within the meaning of Section 469(c)(7)(C) of the Code. If this election is made, depreciable real property (including certain improvements) held by the relevant trade or business must be depreciated under the alternative depreciation system under the Code, which is generally less favorable than the generally applicable system of depreciation under the Code. If we do not make the election or if the election is determined not to be available with respect to all or certain of our business activities, the new interest deduction limitation could result in us having more REIT taxable income and thus increase the amount of distributions we must make to comply with the REIT requirements and avoid incurring corporate level tax. Similarly, the limitation could cause our taxable REIT subsidiaries to have greater taxable income and thus potentially greater corporate tax liability.
To the extent that we have available net operating losses and capital losses carried forward from prior taxable years, such losses may reduce the amount of distributions that we must make in order to comply with the REIT distribution requirements. Under Section 172 of the Code, our deduction for any net operating loss carryforwards arising from losses we sustain in taxable years beginning after December 31, 2017, is limited to 80% of our REIT taxable income (determined without regard to the deduction for dividends paid), and any unused portion of losses arising in taxable years ending after December 31, 2017, may not be carried back, but may be carried forward indefinitely. See “—Taxation of the Company as a REIT” and “—Requirements for Qualification as a REIT—REIT — Annual Distribution Requirements.” Such losses, however, are not passed through to U.S. shareholders and do not offset income of U.S. shareholders from other sources, nor would such losses affect the character of any distributions that we make, which are generally subject to tax in the hands of U.S. shareholders to the extent that we have current or accumulated earnings and profits.
Capital losses recognized by a U.S. shareholder upon the disposition of our shares that were held for more than one year at the time of disposition will be considered long-term capital losses and are generally available only to offset capital gain income of the shareholder but not ordinary income (except in the case of individuals, who may offset up to $3,000 of ordinary income each year). Similarly, capital losses recognized by a U.S. shareholder upon the disposition of our shares that were held for one year or less at the time of disposition will be considered short-term capital losses and are generally available only to offset capital gain income of the shareholder but not ordinary income (except in the case of individuals, who may offset up to $3,000 of ordinary income each year). In addition, any loss upon a sale or exchange of our shares by a U.S. shareholder who has held the shares for six months or less, after applying holding period rules, will be treated as a long-term capital loss to the extent of distributions that we make that are required to be treated by the U.S. shareholder as long-term capital gain.
If the holder of preferred shares owns (actually or constructively) none of our voting shares, or owns an insubstantial amount of our voting shares, based upon current law, it is probable that the redemption of preferred shares from such a holder would be considered to be “not essentially equivalent to a dividend.” However, whether a distribution is “not essentially equivalent to a dividend” depends on the facts and circumstances, and a holder of our preferred shares intending to rely on any of these tests at the time of redemption should consult its tax advisor to determine their application to its particular situation.
Taxation of Tax-Exempt Shareholders
Qualified Foreign Pension Funds. Any distribution to a “qualified foreign pension fund” or an entity all of the interests of which are held by a “qualified foreign pension fund” who holds REIT stock directly (or indirectly through one or more partnerships) will not be subject to U.S. tax under FIRPTA and thus will not be subject to the withholding rules under FIRPTA.
Specific wash sales rules applicable to sales of shares in a domestically controlled qualified investment entity could result in gain recognition, taxable under FIRPTA, upon the sale of our shares even if we are a domestically controlled qualified investment entity. These rules would apply if a non-U.S. shareholder (1) disposes of our shares within a 30-day period preceding the ex-dividend date of a distribution, any portion of which, but for the disposition, would have been taxable to such non-U.S. shareholder as gain from the sale or exchange of a USRPI, and (2) acquires, or enters into a contract or option to acquire, other shares during the 61-day period that begins 30 days prior to such ex-dividend date.
Under the applicable Treasury Regulations and administrative guidance, FATCA imposes a 30% withholding tax on dividends on, and (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, our shares if paid to a foreign entity unless: (i) the foreign entity is a “foreign financial institution” that undertakes certain due diligence, reporting, withholding, and certification obligations, or in the case of a foreign financial institution that is a resident in a jurisdiction that has entered into an intergovernmental agreement to implement FATCA, the entity complies with the diligence and reporting requirements of such agreement, (ii) the foreign entity is not a “foreign financial
SEC registration fee | $ | 16,365 | ||
FINRA Filing fee | $ | 23,000 | ||
Printing and document production expenses* | $ | 2,000 | ||
Legal fees and expenses* | $ | 20,000 | ||
Accounting fees and expenses* | $ | 10,000 | ||
Trustee and registrar fees* | $ | - | ||
NYSE American fees and expenses* | $ | - | ||
Miscellaneous* | $ | 5,000 | ||
Total* | $ | 76,365 |
| SEC registration fee | | | | $ | 27,810 | | |
| FINRA Filing fee | | | | $ | 45,500 | | |
| Printing and document production expenses* | | | | $ | 2,000 | | |
| Legal fees and expenses* | | | | $ | 25,000 | | |
| Accounting fees and expenses* | | | | $ | 10,000 | | |
| Trustee and registrar fees* | | | | $ | — | | |
| NYSE American fees and expenses* | | | | $ | — | | |
| Miscellaneous* | | | | $ | 5,000 | | |
| Total* | | | | $ | 115,310 | | |
II-1
(d) For the purpose of this section, a corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his duties to the corporation also imposes duties on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered fines; and action taken or omitted by a person with respect to an employee benefit plan in the performance of such person'sperson’s duties for a purpose reasonably believed by such person to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the corporation.
II-2
The Company'sCompany’s Certificate of Incorporation provides as follows:
II-3
| Exhibit No. | | | Description | |
| 1.1 | | | Underwriting Agreement† | |
2.1 | | | Form of Amended and Restated Exchange Agreement(1) | | |
4.1 | | | | ||
4.2 | | | | ||
4.3 | | | | ||
4.4 | | | | ||
4.5 | | | | ||
4.6 | | | | ||
4.8 | | | | ||
4.9 | | | | ||
4.10 | | | | ||
| 4.11 | | | Form of Certificate of Designation† | |
| 4.12 | | | Form of Warrant† | |
| 4.13 | | | Form of Debt Security† | |
4.14 | | | | ||
4.15 | | | | ||
| 4.16 | | | | |
| 5.1 | | | | |
| 8.1 | | | | |
23.1 | | | | ||
23.2 | | | | ||
24.1 | | | | ||
| 107 | | | |
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(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
II-6
| | | | Sachem Capital Corp. | ||||
| ||||||||
| | | | By: | | | /s/ John L. Villano | |
| | | | | | | John L. Villano, CPA | |
| | | | | | | Chief Executive Officer | |
SignatureSignature Date Date Title June 9, 2021February 18, 2022 Chairman, Chief Executive Officer (Principal Executive Officer), President, Chief Financial Officer (Principal Financial Officer) and Director John L. Villano, CPA June 9, 2021February 18, 2022 Director Arthur Goldberg June 9, 2021February 18, 2022 Director Leslie Bernhard June 9, 2021February 18, 2022 Director Brian Prinz