EX-99.1 3 ex99-1.htm EX-99.1 Exhibit 99.1 May 17, 2026 Strawberry Fields. REIT, Inc. (The “Company”) Shelf Offering Report Pursuant to the Company’s offering prospectus and Supplementary Prospectus, which is also the Company’s shelf prospectus dated August 5, 2024 (the “ Prospectus ”) and 1 pursuant to the provisions of the Securities Regulations (Shelf Offering of Securities), 5766-2005 (the “ Shelf Offering Regulations ”), the Company is hereby honored to publish a shelf offering report (the “ Shelf Offering Report ”) for the issuance and listing on the Tel Aviv Stock Exchange Ltd. (the “ Stock Exchange ”) of the Company’s Bonds (Series C) (the “ Bonds (Series C) ” or the “ Bonds ”) and Series 1 Warrants of the Company (the “Series 1 Warrants” or the “ Warrants ”), as detailed below. In the Shelf Offering Report, terms will be given the meaning given to them in the Shelf Offering Prospectus, unless otherwise stated in the Shelf Offering Report. The Company’s shares are listed for trading on the NYSE American Stock Exchange. On April 15, 2024, the Company published a registration document for the trading of its shares on the Stock Exchange, in accordance with the provis…
Open exhibit ↗Current Report · Items 3.02, 9.01 · 8-K
Strawberry Fields REIT, Inc.
STRWNYSE_AMERICANEQUITYCurrent
Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. On May 19, 2026, Strawberry Fields REIT, Inc. (the “Company”) completed an offering of units solely within Israel, pursuant to exemptions from registration contained in Regulation S (17 CFR Sections 230.901, et. seq.). The units consisted of par value NIS1,000 Bonds (Series C) and 16 Warrants (Series 1) and yielded gross proceeds of approximately $56 million.…
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Item 3.02Item 3.02 - Unregistered Sales of Equity
Item
3.02 Unregistered Sales of Equity Securities.
On
May 19, 2026, Strawberry Fields REIT, Inc. (the “Company”) completed an offering of units solely within Israel, pursuant
to exemptions from registration contained in Regulation S (17 CFR Sections 230.901, et. seq.). The units consisted of par value NIS1,000
Bonds (Series C) and 16 Warrants (Series 1) and yielded gross proceeds of approximately $56 million. Neither the bonds nor the warrants
will be listed for trading on any U.S. stock exchange or market. The terms of the Regulation S offering are set forth in the Shelf Offering
Report filed with the Tel Aviv Stock Exchange LTD (the “TASE”), a copy of which is filed herewith as Exhibit 99.1, which
is incorporated herein by reference.
The
warrants are became exercisable upon their listing on the TASE and will expire on June 30, 2027. Each warrant entitles its holder to
purchase one share of Company common stock at an exercise price per share equal to NIS 39.8. As of May 19, 2026, this was equal to $13.69.
Notwithstanding the foregoing, the exercise price shall never be less than the closing price of a share of common stock on The NYSE American
on the date prior to the issuance of the warrants. The terms of the warrants are governed by and are completely set forth in the Shelf
Offering Report filed herewith as Exhibit 99.1, which is incorporated herein by reference.
The
2,603,936 shares of common stock underlying the warrants are offered and will be sold by the Company pursuant to an effective registration
statement on Form S-3 (File No. 333-295065), as well as a prospectus supplement in connection the offering of such shares to be filed
with the Securities and Exchange Commission on May 20, 2026.