Strawberry Fields REIT Completes $17M Israel Bond and Warrant Offering

What Happened
Strawberry Fields REIT, Inc. (STRW) filed an 8‑K reporting that on September 15, 2026 it completed a Regulation S offering solely within Israel of units consisting of par value NIS1,000 Bonds (Series D) and Warrants (Series 2), generating gross proceeds of approximately $17 million. The company entered into a Deed of Trust dated September 14, 2026 with Mishmeret Trust Services Company Ltd. The warrants became exercisable upon listing on the Tel Aviv Stock Exchange (TASE) and expire on December 30, 2027.

Key Details

• Offering completed under Regulation S (offshore exemption); securities will not be listed for trading on any U.S. exchange.
• Gross proceeds: ~ $17 million (offering completed September 15, 2026).
• Warrants: Series 2; each warrant converts to one share of common stock at an exercise price of NIS 46 (equal to $15.12 as of Sept 15, 2026), but never less than the NYSE American closing price the day before issuance. Warrants expire December 30, 2027.
• Shares underlying warrants: 1,034,940 shares registered for resale under an effective Form S‑3 (File No. 333-295065); a prospectus supplement was to be filed September 17, 2026.
• Deed of Trust (Sept 14, 2026) with Mishmeret Trust Services Company Ltd. was filed as Exhibit 10.1; Shelf Offering Report (Hebrew binding; English translation filed as Exhibit 99.1) describes terms.

Why It Matters
This transaction provides Strawberry Fields with a near‑term cash infusion (~$17M), which can support operations, debt service or growth initiatives. However, the issuance of warrants creates potential dilution if up to 1,034,940 shares are exercised before December 30, 2027. Investors should note the offering was conducted offshore under Regulation S (not registered in the U.S.), the warrants’ exercise price mechanics include a NYSE American price floor, and the company has registered the underlying shares for resale via an existing S‑3 registration.