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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Mark
One)
☒ |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended December 31, 2023
or
☐ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from __________ to __________
Commission
File No. 001-41628
STRAWBERRY
FIELDS REIT, INC.
(Exact
name of registrant as specified in its charter)
Maryland |
|
84-2336054 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(I.R.S.
Employer
Identification
No.) |
6101
Nimtz Parkway, South Bend, IN 46628
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (574) 807-0800
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
stock
Par value $0.0001 per share |
|
STRW |
|
NYSE
American LLC |
Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
|
|
Emerging growth company |
☒ |
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 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act.) Yes ☐ No ☒
The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter: $38,040,290.
As
of May 8, 2024, there were 6,440,509 shares of the registrant’s common stock outstanding.
Audit Firm ID |
|
Auditor Name: |
|
Auditor Location: |
400 |
|
HACKER, JOHNSON & SMITH PA |
|
Tampa, Florida |
EXPLANATORY
NOTE
Strawberry
Fields REIT, Inc. (the “Company”) is amending its Annual Report on Form 10-K to add Management’s Annual Report on Internal
Control Over Financial Reporting to Part II, Item 9A.
Current
certifications of the Company’s principal executive officer and principal financial officer are filed herewith pursuant to Rule
13a-14(a) or 15d-14(a) of the Exchange Act. Additionally, because this Amendment does not include financial statements, the Company is
not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
ITEM
9A. Controls and Procedures
Our
management, under the supervision and with the participation of our principal executive and financial officer, is responsible for and
has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in
our filings under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s
rules and forms, including ensuring that such information is accumulated and communicated to our company’s management, as appropriate,
to allow timely decisions regarding required disclosure.
Management’s
Annual Report on Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. In May 2013, the Internal
Control – Integrated Framework (the “2013 Framework”) was released by the Committee of Sponsoring Organizations of
the Treadway Commission (“COSO”). The 2013 Framework updates and formalizes the principles embedded in the original Internal
Control-Integrated Framework issued in 1992 (the “1992 Framework”), incorporates business and operating environment changes
and improves the original 1992 Framework’s ease of use and application.
Our
management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. In conducting
this assessment, it used the criteria set forth by COSO in the 2013 Framework. Based on management’s assessment and those criteria,
management believes that the Company has maintained effective internal control over financial reporting as of December 31, 2023.
Limitations
on Controls
Our
system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation
of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control
systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide
only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Changes
in Internal Control over Financial Reporting
There
was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART
IV
ITEM
15. Exhibit and Financial Statement Schedules
*
Filed herewith.
**
Furnished herewith.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
|
STRAWBERRY FIELDS REIT, INC. |
|
|
|
By: |
/s/
Moishe Gubin |
|
|
Moishe Gubin |
|
|
Chairman and Chief Executive
Officer |
|
|
|
|
Dated: May 8, 2024 |
Exhibit
31.1
CERTIFICATION
I,
Moishe Gubin, certify that:
1.
I have reviewed this Amendment to Annual Report on Form 10-K/A of Strawberry Fields REIT, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
|
By: |
/s/
Moishe Gubin |
|
|
Moishe Gubin |
|
|
Chairman and Chief Executive Officer |
|
Date: |
May 8, 2024 |
Exhibit
31.2
CERTIFICATION
I,
Greg Flamion, certify that:
1.
I have reviewed this Amendment to Annual Report on Form 10-K/A of Strawberry Fields REIT, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
By: |
/s/
Greg Flamion |
|
|
Greg Flamion, Chief Financial Officer |
|
Date: |
May 8, 2024 |
|
Exhibit
32.1
Certification
of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
In
connection with the Amendment to Annual Report on Form 10-K/A of Strawberry Fields REIT, Inc. (the “Company”) for the fiscal
year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Moishe
Gubin, Chairman and Chief Executive Officer of the Company, and Greg Flamion, as Chief Financial Officer of the Company, each hereby
certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to their knowledge:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
|
|
/s/
Moishe Gubin |
|
Name: |
Moishe Gubin |
|
Title: |
Chairman and Chief Executive Officer |
|
Date: |
May 8, 2024 |
|
|
|
|
|
/s/ Greg
Flamion |
|
Name: |
Greg Flamion |
|
Title: |
Chief Financial Officer |
|
Date: |
May 8, 2024 |
The
foregoing certification is being furnished pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and it is not to be incorporated
by reference into any filing of the Company, regardless of any general incorporation language in such filing.
v3.24.1.u1
Cover - USD ($) $ in Millions |
12 Months Ended |
|
|
Dec. 31, 2023 |
May 08, 2024 |
Jun. 30, 2023 |
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|
|
|
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|
|
|
Current Fiscal Year End Date |
--12-31
|
|
|
Entity File Number |
001-41628
|
|
|
Entity Registrant Name |
STRAWBERRY
FIELDS REIT, INC.
|
|
|
Entity Central Index Key |
0001782430
|
|
|
Entity Tax Identification Number |
84-2336054
|
|
|
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MD
|
|
|
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6101
Nimtz Parkway
|
|
|
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South Bend
|
|
|
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IN
|
|
|
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46628
|
|
|
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|
|
|
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807-0800
|
|
|
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Common
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|
|
|
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STRW
|
|
|
Security Exchange Name |
NYSE
|
|
|
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Grafico Azioni Strawberry Fields REIT (AMEX:STRW)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Strawberry Fields REIT (AMEX:STRW)
Storico
Da Dic 2023 a Dic 2024