UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of Earliest Event Reported): October 23, 2024 (
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On October 18, 2024, Chicago Atlantic Real Estate Finance, Inc., a Maryland corporation (the “Company”), entered into a Loan Agreement (the “Loan Agreement”) by and among the Company and the various financial institutions party thereto from time to time, as lenders (the “Lenders”) for an aggregate commitment of $50,000,000 in unsecured notes (the “Loan”).
The Loan has a contractual term of four (4) years, terminating on October 18, 2028 (the “Maturity Date”) and bears interest at a rate of 9.00% per annum, which may increase by 50 basis points per annum if the Company fails to meet certain conditions set by the Lenders under the terms of the Loan Agreement.
The Company paid an upfront fee in an amount equal to 1.50% of the aggregate amount of the Loan advanced by Lenders on the Closing Date (the “Upfront Fee”). The Upfront Fee is fully earned, non-refundable and was paid on the Closing Date.
The Company shall have the right at any time to prepay the Loans of all Lenders, without premium or penalty, provided that any such prepayment made on or prior to the second anniversary of the Closing Date shall be accompanied by a prepayment premium equal to (a) if such prepayment is made on or prior to the first anniversary of the Closing Date, 3.00% of the amount of such prepayment, and (b) if such prepayment is made after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, 2.00% of the amount of such prepayment.
The Loan Agreement is subject to ongoing representations, warranties and covenants that are customary for this type of transaction.
The description above is only a summary of the material provisions of the Loan Agreement and is qualified in its entirety by reference to a copy of the Loan Agreement which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated by reference herein.
On October 23, 2024, the Company issued a press release announcing the closing of the Loan Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant. |
The information contained in Item 1.01 to this current report on Form 8-K is by this reference incorporated in this Item 2.03.
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| Item 9.01. | Financial Statements and Exhibits. |
| d) | Exhibits. |
| Exhibit Number |
Description | |
| 10.1* | Loan Agreement, dated as of October 18, 2024, among Chicago Atlantic Real Estate Finance, Inc., and the financial institutions party thereto, as Lenders. | |
| 99.1 | Press release, dated October 23, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | In accordance with Item 601(b)(10) of Regulation S-K, certain provisions or terms of the Agreement have been redacted. The Company will provide an unredacted copy of the exhibit on a supplemental basis to the SEC or its staff upon request. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| CHICAGO ATLANTIC REAL ESTATE FINANCE, INC. | |||
| Date: October 23, 2024 | By: | /s/ Peter Sack | |
| Name: | Peter Sack | ||
| Title: | Co-Chief Executive Officer | ||
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