Strawberry Fields REIT, Inc. 8-K

What Happened

• On May 19, 2026, Strawberry Fields REIT, Inc. announced it completed a Regulation S (offshore) offering in Israel that generated approximately $56 million in gross proceeds. The offering consisted of par value NIS 1,000 Bonds (Series C) and Series 1 Warrants (each unit included 16 warrants). The bonds and warrants will not be listed for trading on any U.S. exchange. The full terms are set forth in the Shelf Offering Report filed with the Tel Aviv Stock Exchange (Exhibit 99.1 to the 8-K).

Key Details

• Gross proceeds: approximately $56 million (closing date May 19, 2026).
• Warrants: became exercisable upon listing on the Tel Aviv Stock Exchange, expire June 30, 2027; each warrant permits purchase of one share at NIS 39.8 (equal to $13.69 as of May 19, 2026), with an exercise-price floor equal to the NYSE American closing price the day before issuance.
• Shares underlying warrants: 2,603,936 common shares are covered and will be offered/sold pursuant to an effective Form S-3 registration statement (File No. 333-295065) and a prospectus supplement to be filed May 20, 2026.
• Securities sold under Regulation S (offshore exemption under U.S. securities laws).

Why It Matters

• The transaction raises immediate capital (about $56M), which can affect the REIT’s liquidity and funding for operations or investments.
• The outstanding warrants, if exercised, could dilute existing common shareholders by up to 2,603,936 shares. The warrants are short-dated (expire June 30, 2027), so any potential dilution would likely occur within the next year.
• The instruments are issued in Israel and not listed in the U.S., which may limit trading liquidity for those securities for American investors; detailed terms are in the Shelf Offering Report (Exhibit 99.1).