Strawberry Fields REIT, Inc.
For the period ended May 20, 2026. Filed May 20, 2026.
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May 20, 2026 · Filed May 20, 2026
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Contents
EX-99.1 · Recent Developments
Recent Developments
On April 15, 2026, the Company filed with the SEC a Form S-3 Registration Statement as a $200,000,000 “shelf registration” (the “Form S-3”). On April 23, 2026, the SEC declared the Registration Statement effective. As of the date hereof, the Company has not commenced any offering under this shelf registration statement.
| 12.2. | Summary and Terms of the Offering |
The following summary contains basic information about the Series C Bonds and the deed of trust between us and the Trustee that will govern the Series C Bonds (the “Deed of Trust”) and the Series 1 Warrants and is not intended to be complete. For a more complete understanding of the Series C Bonds, please refer to the Deed of Trust in Annex A of this Shelf Offering Report.
| Issuer | Strawberry Fields REIT, Inc., a corporation incorporated in Maryland. | |
|---|---|---|
| Co-Borrower | Strawberry Fields Realty L.P., a limited partnership organized under the laws of the State of Delaware. | |
| Securities Offered to the public | 1. Up to NIS 260,000,000 par value of Series C Bonds, referred to as the Series C Bonds will be listed for trading on the Tel Aviv Stock Exchange Ltd (the “TASE”). 2. Up to 4,160,000 Series 1 Warrants which will be listed for trading on the TASE. Each Warrant is exercisable for one ordinary share. Series C Bonds and Series 1 Warrants shall be referred to collectively as the “Securities”. | |
| Offering Units | The Securities will be issued in units, with each unit to consist of NIS 1,000 principal amount Bonds and 16 Warrants. | |
| Minimal Offering Price | NIS 1,001 per Unit. | |
| Series C Bonds | Maturity | The principal of Series C Bonds shall be repaid in four unequal annual payments (unless earlier redeemed): (1) 4% of the Series C Bonds principal shall be repaid on June 30 of each of the years 2027, 2028 and 2029; and (2) 88% of the Series C Bonds principal shall be repaid on December 31, 2030. |
| Interest Rate | Annual interest at a fixed rate of 6.85 % a year. | |
| Interest Payment Dates | Interest shall be paid on December 31, 2026 and on June 30 and December 31 of each of the years 2027 through 2030, such that the first interest payment shall be made on December 31, 2026 and the last interest payment shall be made together with the final principal payment on December 31, 2030. Interest payments shall be made in respect of the six-month period ending on the day preceding the relevant interest payment date (the “Interest Period”), except for the first interest payment to be made on December 31, 2026, which shall be paid in respect of the period commencing on the clearing date (the trading day following the auction date) and ending on the day preceding such payment date, i.e., December 30, 2026. Such payment shall be made at the annual interest rate and shall be calculated according to the number of days in such period and based on a 365-day year. |
| Denomination | The Series C Bonds will be denominated in NIS. | |
| USD Linkage | The principal and the interest will not be linked to the U.S. Dollar. | |
| CPI Linkage | The principal and the interest will not be linked to the Israeli Consumer Price Index (“CPI”). | |
| Rating | S&P Global Ratings Maalot Ltd., Midroog Ltd., or any other credit rating company registered under the Law for Regulating the Activities of Credit Rating Companies, 2014. | |
| Early Redemption | The Company may, at its sole discretion, at any time on or after 60 days have elapsed from the listing of the Series C Bonds, effect the early redemption of all or a portion of the Series C Bonds, subject to and in accordance with Section 7.2 of the Deed of Trust. In the event that the TASE decides to delist the Series C Bonds in circulation due to a decrease in the value of the Series C Bonds below the minimum amount prescribed in the TASE rules regarding the delisting of bonds, the Company will effect an early redemption of the Series C Bonds in accordance with the terms of Section 7.1 of the Deed of Trust. | |
| Acceleration | The Series C Bonds will be subject to acceleration under certain conditions set forth in Section 8 of the Deed of Trust. | |
| Trustee | Mishmeret Trust Company Ltd. (the “Trustee”). | |
| Series 1 Warrants | Last Date to Exercise | June 30, 2027 |
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| Exercise Price | 39.80 NIS per Warrant, which shall be adjusted to changes in the NIS/$ exchange rate as of May 14, 2026 (which was 2.9050 shekels to 1 U.S. dollar) and in any event, not less than the price of the Company’s share of common stock on the date of allotment of the Warrants (Series 1). | |
| Trading | We have received approval with respect to the listing of the Series C Bonds and Series 1 Warrants for trading on the TASE. | |
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| Net Immediate Proceeds | App. NIS 243,178 thousand. | |
| Future Proceeds | App. NIS 165,568 thousand in the event the Warrants being fully exercised. | |
| Use of Proceeds | See section 12.5 below. | |
| Governing Law and Courts | Israeli law and subject to jurisdiction in Israeli courts. |
| 12.3. | Risk Factors |
Any investment in our Securities involves risk. Before making an investment in our Securities, you should consider carefully the risks below and the other information contained in this Shelf Offering Report and the documents incorporated by reference into this Shelf Offering Report, including the risks discussed under the caption “Risk Factors” in our Registration Statement on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2026, as well as any subsequent updates thereto and other reports and documents we file with the ISA and/or the TASE after the date of this Shelf Offering Report, including any current reports on Form 8-K we may file, all of which are incorporated herein by reference, and may be amended, supplemented or superseded from time to time by other reports we file with the ISA in the future. If any of these risks were to occur, our business, financial condition and operating results or our ability to pay interest, principal or redeem or repurchase our Series C Bonds could be harmed, which may lower the trading price of our Securities. You may lose all or part of your investment. See also “Incorporation of Certain Information by Reference” below and “Where You Can Find More Information.”
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