{"url_path":"/sec/strw/8-k/2026-05-20/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-20","source_url":"https://www.sec.gov/Archives/edgar/data/1782430/0001493152-26-024667-index.html","accession_number":"0001493152-26-024667","cik":"0001782430","ticker":"STRW","issuer_name":"Strawberry Fields REIT, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1782430/0001493152-26-024667-index.html","primary_entity_key":"0001782430","primary_entity_name":"Strawberry Fields REIT, Inc."},"word_count":292,"has_tables":true,"body_markdown":"**Item\n3.02 Unregistered Sales of Equity Securities.**\n\n** **\n\nOn\nMay 19, 2026, Strawberry Fields REIT, Inc. (the “Company”) completed an offering of units solely within Israel, pursuant\nto exemptions from registration contained in Regulation S (17 CFR Sections 230.901, et. seq.). The units consisted of par value NIS1,000\nBonds (Series C) and 16 Warrants (Series 1) and yielded gross proceeds of approximately $56 million. Neither the bonds nor the warrants\nwill 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\nReport filed with the Tel Aviv Stock Exchange LTD (the “TASE”), a copy of which is filed herewith as Exhibit 99.1, which\nis incorporated herein by reference.\n\n \n\nThe\nwarrants are became exercisable upon their listing on the TASE and will expire on June 30, 2027. Each warrant entitles its holder to\npurchase 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.\nNotwithstanding the foregoing, the exercise price shall never be less than the closing price of a share of common stock on The NYSE American\non 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\nOffering Report filed herewith as Exhibit 99.1, which is incorporated herein by reference.\n\n \n\nThe\n2,603,936 shares of common stock underlying the warrants are offered and will be sold by the Company pursuant to an effective registration\nstatement on Form S-3 (File No. 333-295065), as well as a prospectus supplement in connection the offering of such shares to be filed\nwith the Securities and Exchange Commission on May 20, 2026."}