Form 10-Q/A - Quarterly report [Sections 13 or 15(d)]: [Amend]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

 

(Amendment No. 1)

 

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2024

 

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 Number: 001-37997

 

SACHEM CAPITAL CORP.

(Exact name of registrant as specified in its charter)

 

New York		81-3467779
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

568 East Main Street, Branford, CT 06405

(Address of principal executive offices)

 

[phone]

(Registrant’s telephone number, including area code)

 

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

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.    x     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).    x    Yes    ¨     No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-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	x	Smaller reporting company	x
		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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨     Yes    x     No

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Common shares, par value $.001 per share		SACH		NYSE American LLC
6.875% Notes due 2024		SACC		NYSE American LLC
7.75% Notes due 2025		SCCC		NYSE American LLC
6.00% Notes due 2026		SCCD		NYSE American LLC
6.00% Notes due 2027		SCCE		NYSE American LLC
7.125% Notes due 2027		SCCF		NYSE American LLC
8.00% Notes due 2027		SCCG		NYSE American LLC
7.75% Series A Cumulative Redeemable Preferred Stock, Liquidation Preference $25.00 per share		SACHPRA		NYSE American LLC

 

As of November 13, 2024, the Issuer had a total of 46,965,306 common shares, $0.001 par value per share, outstanding.

 

Common shares

Series A Preferred Stock 

 

 

 

 

 

EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 (this “Amendment”) to our Quarterly Report on Form 10-Q for the period ended September 30, 2024 (the “Form 10-Q”), as filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2024, is solely to correct the number of the Company’s common shares issued and outstanding on November 13, 2024, the latest practicable date prior to filing the Form 10-Q. The Form 10-Q disclosed 49,965,306 instead of 46,965,306 of the Company’s common due to a clerical error.

 

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications of our principal executive officer and principal financial officer are included as exhibits to this Amendment.

 

This Amendment makes no other changes to the Form 10-Q as filed with the SEC on November 14, 2024, and no attempt has been made in this Amendment to modify or update the other disclosures presented in the Form 10-Q. This Amendment does not reflect subsequent events occurring after the original filing of the Form 10-Q (i.e., those events occurring after November 14, 2024) or modify or update in any way those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Form 10-Q and our other filings with the SEC.

 

 

 

 

Item 6.   EXHIBITS

 

Exhibit No.		Description
31.1		Chief Executive Officer Certification as required under section 302 of the Sarbanes Oxley Act *
31.2		Chief Financial Officer Certification as required under section 302 of the Sarbanes Oxley Act *
101.INS		XBRL Instance Document *
101.SCH		XBRL Taxonomy Extension Schema Document *
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB		XBRL Taxonomy Extension Label Linkbase Document *
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document *
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

 

 

*

Filed herewith.

  

 

 

 

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 thereunto duly authorized.

 

	SACHEM CAPITAL CORP.
Date: November 18, 2024	By:	/s/ John L. Villano
		John L. Villano, CPA
		President and Chief Executive Officer
		(Principal Executive Officer)

 

Date: November 18, 2024	By:	/s/ Nicholas M. Marcello
		Nicholas M. Marcello
		Chief Financial Officer
		(Principal Accounting and Financial Officer)

 

 

 

 

 

Exhibit 31.1

 

Rule 13a-14(a)/15d-14(a) Certification

 

I, John L. Villano, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q/A of Sachem Capital Corp.; and

 

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.

  

Date: November 18, 2024
	/s/ John L. Villano
	John L. Villano, CPA
	President and Chief Executive Officer
	(Principal Executive Officer)

 

 

 

 

Exhibit 31.2

 

Rule 13a-14(a)/15d-14(a) Certification

 

I, Nicholas M. Marcello, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q/A of Sachem Capital Corp.; and

 

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.

  

Date: November 18, 2024	/s/ Nicholas M. Marcello
	Nicholas M. Marcello
	Chief Financial Officer
	(Principal Accounting and Financial Officer)

 

 

 

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 13, 2024
Document Type	10-Q/A
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-37997
Entity Registrant Name	SACHEM CAPITAL CORP.
Entity Central Index Key	0001682220
Entity Tax Identification Number	81-3467779
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	568 East Main Street
Entity Address, City or Town	Branford
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06405
City Area Code	203
Local Phone Number	433-4736
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		46,965,306
Common shares
Title of 12(b) Security	Common shares, par value $.001 per share
Trading Symbol	SACH
Security Exchange Name	NYSE
6.875% Notes due 2024
Title of 12(b) Security	6.875% Notes due 2024
Trading Symbol	SACC
Security Exchange Name	NYSE
7.75% Notes due 2025
Title of 12(b) Security	7.75% Notes due 2025
Trading Symbol	SCCC
Security Exchange Name	NYSE
6.00% Notes due 2026
Title of 12(b) Security	6.00% Notes due 2026
Trading Symbol	SCCD
Security Exchange Name	NYSE
6.00% Notes due 2027
Title of 12(b) Security	6.00% Notes due 2027
Trading Symbol	SCCE
Security Exchange Name	NYSE
7.125% Notes due 2027
Title of 12(b) Security	7.125% Notes due 2027
Trading Symbol	SCCF
Security Exchange Name	NYSE
8.00% Notes due 2027
Title of 12(b) Security	8.00% Notes due 2027
Trading Symbol	SCCG
Security Exchange Name	NYSE
Series A Preferred Stock
Title of 12(b) Security	7.75% Series A Cumulative Redeemable Preferred Stock, Liquidation Preference $25.00 per share
Trading Symbol	SACHPRA
Security Exchange Name	NYSE

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