Form 8-K - Current report

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

  

 

 

FORM 8-K

 

CURRENT REPORT 

PURSUANT TO SECTION 13 OR 15(d) OF THE 

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 5, 2024

 

SACHEM CAPITAL CORP. 

(Exact name of Registrant as specified in its charter)

 

New York		001-37997		81-3467779
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

568 East Main Street, Branford, Connecticut		06405
(Address of Principal Executive Office)		(Zip Code)

 

Registrant's telephone number, including area code [phone]

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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
7.125% Notes due 2024	SCCB	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

 

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)

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.     ¨

 

 

 

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) - (c) On June 5, 2024, the Company appointed Nicholas M. Marcello as its Interim Chief Financial Officer, replacing John L. Villano in that position. Mr. Villano will continue as Chairman of the Board, Chief Executive Officer and President of the Company. There is no existing family relationship between Mr. Marcello and any director or executive officer of the Company.

 

Mr. Marcello did not previously have any direct or indirect interest in any transactions with the Company that requires disclosure under Item 404(a) of Regulation S-K.

 

 

BIOGRAPHICAL INFORMATION

 

The principal occupation and brief summary of Mr. Marcello’s background is as follows:

 

Nicholas M. Marcello, age 32, was appointed to serve as Interim Chief Financial Officer (and principal accounting officer) of Sachem Capital Corp. effective as of June 5, 2024. In September 2020 he was hired to serve as the Company’s Director of Finance and in January 2022 was promoted to Vice President of Finance & Operations. In both capacities he was responsible for overseeing the Company’s capital market activities, portfolio management, foreclosures & workouts, legal, investments, and the Human Resources function. Mr. Marcello brings experience in compliance, financial modeling, deal structuring, and operations. Previously, from October 2017 to September 2020, he was Assistant Controller at Waypoint Real Estate Investments where his role included monthly operational reporting, annual audits, transactions and tax compliance. He began his career at PricewaterhouseCoopers LLP, a multinational professional services network of firms, in the Investment Management Group where he performed tax and audit compliance for private equity, hedge fund, and real estate clients. Mr. Marcello received a B.S. from Providence College in 2013 and a M.B.A and M.S. in Accounting from Northeastern University in 2015.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit  No.	Description
99.1	Press release, dated June 6, 2024.
104	Cover Page Interactive Data File (embedded with the Inline XBRL document).

 

* * * * *

2

 

 

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.

 

	Sachem Capital Corp.
Dated: June 7, 2024	By:	/s/ John L. Villano
		John L. Villano, CPA
		Chief Executive Officer

 

3

 

 

Exhibit Index

 

Exhibit  No.	Description
99.1	Press release, dated June 6, 2024.

 

4

 

 

Exhibit 99.1

 

  

SACHEM CAPITAL CORP. ANNOUNCES APPOINTMENT OF

NICHOLAS M. MARCELLO AS INTERIM CHIEF FINANCIAL OFFICER

 

 

BRANFORD, CT, June 6, 2024 (GLOBE NEWSWIRE) – Sachem Capital Corp. (NYSE American: SACH) today announced the appointment of Nicholas M. Marcello, as its interim Chief Financial Officer, effective immediately. John Villano, CPA, who previously served as both Chief Executive Officer and interim Chief Financial Officer, will continue to serve as the Company’s Chief Executive Officer.

 

Mr. Marcello has held various roles at the Company, including his most recent position as Vice President of Finance & Operations. Mr. Marcello’s responsibilities will continue to include overseeing the Company’s financial and capital markets activities, portfolio management and investment, foreclosures, workouts, legal, and human resources. Previous to his tenure at Sachem, Mr. Marcello served as Vice President, Assistant Controller at Waypoint Real Estate Investments from 2017 to 2020. He began his career at PricewaterhouseCoopers LLP, working within the Investment Management Group where he performed tax and audit compliance. Mr. Marcello holds a B.S. from Providence College and a M.B.A and M.S. in Accounting from Northeastern University.

 

“We are delighted to appoint Nick as interim Chief Financial Officer of Sachem. Nick has strong financial acumen and continues to prove he is a valuable asset to the Company. We look forward to continue benefitting from his extensive experience in finance, accounting and real estate,” stated John Villano, CPA, Chief Executive Officer of Sachem Capital Corp.

 

About Sachem Capital Corp.

Sachem Capital Corp. is a mortgage REIT that specializes in originating, underwriting, funding, servicing, and managing a portfolio of loans secured by first mortgages on real property. It offers short-term (i.e., three years or less) secured, nonbanking loan to real estate investors to fund their acquisition, renovation, development, rehabilitation, or improvement of properties. The Company’s primary underwriting criteria is a conservative loan to value ratio. The properties securing the loans are generally classified as residential or commercial real estate and, typically, are held for resale or investment. Each loan is secured by a first mortgage lien on real estate and is personally guaranteed by the principal(s) of the borrower. The Company also makes opportunistic real estate purchases apart from its lending activities.

 

Investors:

Email: [e-mail]

 

 

 

 

 

Cover	Jun. 05, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 05, 2024
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Shares, par value $.001 per share
Trading Symbol	SACH
Security Exchange Name	NYSEAMER
7.125% Notes Due 2024 [Member]
Document Information [Line Items]
Title of 12(b) Security	7.125% Notes due 2024
Trading Symbol	SCCB
Security Exchange Name	NYSEAMER
6.875% Notes Due 2024 [Member]
Document Information [Line Items]
Title of 12(b) Security	6.875% Notes due 2024
Trading Symbol	SACC
Security Exchange Name	NYSEAMER
7.75% notes due 2025 [Member]
Document Information [Line Items]
Title of 12(b) Security	7.75% notes due 2025
Trading Symbol	SCCC
Security Exchange Name	NYSEAMER
6.00% notes due 2026 [Member]
Document Information [Line Items]
Title of 12(b) Security	6.00% notes due 2026
Trading Symbol	SCCD
Security Exchange Name	NYSEAMER
6.00% notes due 2027 [Member]
Document Information [Line Items]
Title of 12(b) Security	6.00% notes due 2027
Trading Symbol	SCCE
Security Exchange Name	NYSEAMER
7.125% notes due 2027 [Member]
Document Information [Line Items]
Title of 12(b) Security	7.125% notes due 2027
Trading Symbol	SCCF
Security Exchange Name	NYSEAMER
8.00% notes due 2027 [Member]
Document Information [Line Items]
Title of 12(b) Security	8.00% notes due 2027
Trading Symbol	SCCG
Security Exchange Name	NYSEAMER
Series A Preferred Stock [Member]
Document Information [Line Items]
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	NYSEAMER

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