Strawberry Fields REIT, Inc. has announced the completion of a private offering of securities in Israel, raising approximately $17 million. The offering was conducted under Regulation S and consisted of Series D Bonds and Series 2 Warrants, which were sold as units. Neither the bonds nor the warrants are listed for trading on U.S. exchanges.
The offering was made pursuant to a shelf prospectus filed with the Tel Aviv Stock Exchange (TASE). The bonds have a par value of NIS 1,000 each and carry a fixed annual interest rate of 7.5%. The principal is repayable in four unequal installments: 20% on June 30, 2027; 25% on June 30, 2028; 20% on December 31, 2030; and 35% on December 31, 2031. Interest payments are scheduled for December 31, 2026, and on June 30 and December 31 of each year through 2031.
The Series 2 Warrants allow holders to purchase up to 1,034,940 shares of common stock. These warrants are exercisable on the TASE and expire on December 30, 2027. The exercise price is set at NIS 46 per warrant, which as of September 15, 2026, equaled approximately $15.12. The exercise price is linked to the U.S. dollar exchange rate and is subject to a floor, ensuring it never falls below the closing price of the Company's common stock on the NYSE American on the date prior to issuance.
In connection with the issuance, the Company entered into a Deed of Trust with Mishmeret Trust Services Company Ltd. dated September 14, 2026. The Company has also filed a registration statement on Form S-3 (File No. 333-295065) to register the shares underlying the warrants, with a prospectus supplement expected to be filed with the SEC on September 17, 2026.