Strawberry Fields REIT Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
UNITED STATES
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CURRENT REPORT
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Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K filed by Strawberry Fields REIT, Inc. (the “Company”) includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Forward-looking statements include, without limitation, statements relating to projected industry growth rates, the Company’s current growth rates and the Company’s present and future cash flow position. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.
Item 8.01 Other Events.
The risk factors set forth in Exhibit 99.1 to this Current Report on Form 8-K are being filed by the Company for the purpose of updating its risk factors.
The information included in Exhibit 99.2 to this Current Report on Form 8-K provides a summary of certain material U.S. federal tax considerations relevant to an investment in the capital stock of the Company. Such information modifies and supersedes the information contained under the heading “Material U.S. Federal Income Tax Considerations” contained in or incorporated by reference into prospectuses, and the discussion contained under the heading “Material U.S. Federal Income Tax Considerations” contained in any prospectus supplement, filed by the Company under the Securities Act of 1933, as amended, prior to the date hereof, to the extent such disclosure is inconsistent with such information.
The risk factors set forth in Exhibit 99.1 and the material U.S. federal tax considerations set forth in Exhibit 99.2 are incorporated into this Item 8.01 by reference. The disclosure contained in this Current Report on Form 8-K modifies and supersedes any corresponding discussions included in any registration statement or report previously filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder to the extent they are inconsistent with such information.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Exhibit Name | Filed Herewith | ||
| 99.1 | Risk Factors | * | ||
| 99.2 | Material U.S. Federal Income Tax Considerations | * | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | * |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Strawberry Fields REIT Inc. | ||
| Date: | December 19, 2025 | |
| By: | /s/ Moishe Gubin | |
| Moishe Gubin | ||
| Chief Executive Officer and Chairman | ||