SACH on NYSE

Sachem Capital Corp.

Sachem Capital Corp. is an American real estate investment trust, incorporated in New York.1 It is headquartered in Branford, Connecticut.1

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Last updated Oct 21, 2026.

Overview

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  • TickerSACH on NYSE1
  • IndustryReal Estate Investment Trusts1
  • HeadquartersBranford, Connecticut1
  • Incorporated inNY2
  • Business address568 East Main Street, Branford, Ct 064052
  • Filer categoryNon-accelerated filer, Smaller reporting company2

We were organized as a New York corporation in January 2016 under the name HML Capital Corp. On December 15, 2016, we changed our name to Sachem Capital Corp. Prior to February 8, 2017, our business operated as a Connecticut limited liability company under the name Sachem Capital Partners, LLC (“SCP”). On February 9, 2017, we completed our initial public offering (the “IPO”) in which we issued and sold 2.6 million common shares, $0.001 par value per share, (“Common Shares”). We believe that since the consummation of the IPO, we have qualified as a real estate investment trust (“REIT”) and we elected to be taxed as a REIT beginning with our 2017 tax year. We believe that it is in the best interests of our shareholders that we continue to operate as a REIT. As a REIT, we are required to distribute at least 90% of our taxable income to our shareholders on an annual basis. To the extent we d…4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2024

-30.9%Operating margin5
-68.8%Net margin6
-11.2%Revenue growth, 20245
-21.8%Return on equity6
1.27×Debt to equity5

Where the money goes

Where each dollar of revenue went, fiscal 2024

  • Other costs100¢$57.3M
  • Income tax0¢$200.0K

Out of $57.5M in revenue.56 The company lost money this year.

Where each dollar of operating cash went, fiscal 2024

  • Dividends paid92¢$16.5M
  • Share buybacks8¢$1.5M

Out of $12.9M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.6

Financial statements

Revenue789105$57.5M in 2024+353% since 2019
0$20.0M$40.0M$60.0M$80.0M2019: $12.7M$12.7M20192020: $18.6M$18.6M2020+47%2021: $30.4M$30.4M2021+64%2022: $52.3M$52.3M2022+72%2023: $64.7M$64.7M2023+24%2024: $57.5M$57.5M2024−11%
Operating income5-$17.8M in 2024
-$20.0M-$10.0M0$10.0M$20.0M2023: $15.0M$15.0M20232024: -$17.8M-$17.8M2024
Net income7891056-$39.6M in 2024
-$40.0M-$20.0M0$20.0M$40.0M2019: $6.2M$6.2M20192020: $9.0M$9.0M2020+45%2021: $13.3M$13.3M2021+48%2022: $20.9M$20.9M2022+57%2023: $15.9M$15.9M2023−24%2024: -$39.6M-$39.6M2024

Every line of the income statement as filed: the last 2 fiscal years, latest first.6

Period ending2025-12-312024-12-31
Interest income from loans$32.2M$43.2M
Interest income from limited liability company investments$4.8M$5.1M
Interest expense and amortization of deferred financing costs-$25.4M-$27.8M
Net interest income$11.7M$20.5M
Provision for credit losses related to loans held for investment-$3.3M-$26.9M
Gain (loss) on sale of loans$121.0K-$22.0M
Change in valuation allowance related to loans held for sale$1.0M-$4.9M
Net interest income (loss) after provision for credit losses related to loans held for investment, gain (loss) on sale of loans, and changes in valuation allowance related to loans held for sale$9.5M-$33.3M
Fee income from loans$6.0M$8.6M
Income from limited liability company investments$467.0K$112.0K
Other investment income$141.0K$391.0K
Gain on investment securities$1.6M$178.0K
Other income$1.7M$122.0K
Total other income$9.9M$9.4M
Compensation and employee benefits-$7.7M-$6.8M
General and administrative expenses-$6.5M-$6.8M
Impairment loss on real estate owned-$1.1M-$492.0K
Gain on sale of investments in developmental real estate, real estate owned, and property and equipment, net$4.1M$439.0K
Other expenses-$1.9M-$2.0M
Total operating expenses-$13.1M-$15.7M
Net income (loss)$6.3M-$39.6M
Preferred stock dividends-$4.5M-$4.3M
Net income (loss) attributable to common shareholders$1.8M-$43.9M
Basic (loss) earnings per Common Share (in dollars per share)$0.04-$0.93
Diluted (loss) earnings per Common Share (in dollars per share)$0.04-$0.93
Basic weighted average Common Shares outstanding (in shares)46.9M shares47.4M shares
Diluted weighted average Common Shares outstanding (in shares)46.9M shares47.4M shares

Compare Sachem Capital Corp. with another company

Corporate structure

Sachem Capital Corp. sits at the top of its group. 5 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Sachem Capital Corp.

  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Sachem Capital Corp., latest Mar 27, 2026 (5 filings since Feb 13, 2024)
  • Jeffrey C. Villano Filed SC 13G/A on Sachem Capital Corp., latest Feb 9, 2022
  • John L. Villano Filed SC 13G/A on Sachem Capital Corp., latest Jan 28, 2022
  • Sachem Capital Corp. Branford, Connecticut
    • Medalist Diversified, Inc. Stake · Richmond, Virginia
    • Sachem Capital Corp. Holdings, LLC Subsidiary · Delaware, United States
    • Sachem Capital Corp. Intermediate LLC Subsidiary · Delaware, United States
    • SN Holdings, LLC Subsidiary · Connecticut, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G; stakes of 5% or more it reported on Schedules 13D and 13G (1 companies). Each entity in the chart links to its source.

What it owns

What Sachem Capital Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$4.0M6 Dec 31, 2025$3.9M6 Dec 31, 2024+3.4%
Accumulated depreciation$819.0K6 Dec 31, 2025$628.0K6 Dec 31, 2024+30.4%
Property and equipment, net$3.2M6 Dec 31, 2025$3.2M6 Dec 31, 2024−1.9%

Real estate and locations

ItemLatestA year beforeChange
Real estate investments, net$9.7M6 Dec 31, 2025$14.0M6 Dec 31, 2024−30.7%
Real estate investments, at cost$9.7M6 Dec 31, 2025$14.2M6 Dec 31, 2024−31.5%
Real estate accumulated depreciation$19.0K6 Dec 31, 2025$184.0K6 Dec 31, 2024−89.7%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$10.9M6 Dec 31, 2025$18.1M6 Dec 31, 2024−39.5%
Marketable securities, current$936.0K6 Dec 31, 2025$1.5M6 Dec 31, 2024−38.3%
Stakes in other companies (equity method)$39.1M6 Dec 31, 2025$53.9M6 Dec 31, 2024−27.5%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$391.0K6 Dec 31, 2025$391.0K6 Dec 31, 20240%

Properties, in its own words

Our principal office is located at 568 East Main Street, Branford, Connecticut. We use this space for all our operations. We believe this facility is adequate to meet our requirements at our current level of business activity and employee headcount.

See listing of investments in developmental real estate and real estate owned listed in Item 1 above.

Item 2 of the 10-K filed Mar 13, 2026.4

Leadership

Who has led Sachem Capital Corp., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (11)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • SN Holdings, LLC Connecticut3
  • Sachem Capital Corp. Holdings, LLC Delaware3
  • Sachem Capital Corp. Intermediate LLC Delaware3

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Sep 4, 20268-K Other events28
  2. Aug 6, 20268-K Results of operations29
  3. Jun 4, 20268-K Other events30
  4. May 20, 20268-K Results of operations31
  5. May 18, 20268-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure32
  6. Mar 18, 20268-K Results of operations; Regulation FD disclosure33
  7. Mar 5, 20268-K Other events34
  8. Feb 18, 20268-K Results of operations35
  9. Jan 22, 20268-K Entered a material agreement36
  10. Dec 5, 20258-K Other events37
  11. Nov 18, 20258-K Entered a material agreement; Bylaws or fiscal year changed38
  12. Nov 10, 20258-K Results of operations; Regulation FD disclosure39
  13. Feb 15, 2017New chief executive John L. Villano becomes CEO15
  14. Feb 15, 2017New chief executive Jeffrey C. Villano becomes CEO14

Calendar

Coming up

  1. Nov 4, 2026Reports results for the quarter ending Sep/202640

When it reported results

  1. Aug 6, 2026Reported quarterly or annual results29
  2. May 20, 2026Reported quarterly or annual results31
  3. Mar 18, 2026Reported quarterly or annual results33
  4. Feb 18, 2026Reported quarterly or annual results35
  5. Nov 10, 2025Reported quarterly or annual results39
  6. Aug 7, 2025Reported quarterly or annual results41
  7. May 5, 2025Reported quarterly or annual results42
  8. Mar 27, 2025Reported quarterly or annual results43

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

221 filings to the SEC since October 2021: 5 annual reports, 17 quarterly reports, 87 major events, 44 insider forms, 7 large holders, 61 other. The latest 20:

  1. Sep 11, 2026DEF 14A EDGAR
  2. Sep 11, 2026ARS EDGAR
  3. Sep 4, 20268-K EDGAR
  4. Aug 6, 2026DEFA14A EDGAR
  5. Aug 6, 20268-K EDGAR
  6. Aug 5, 202610-Q EDGAR
  7. Jun 4, 20268-K EDGAR
  8. May 20, 2026DEFA14A EDGAR
  9. May 20, 20268-K EDGAR
  10. May 20, 202610-Q EDGAR
  11. May 18, 2026DEFA14A EDGAR
  12. May 18, 2026NT 10-Q EDGAR
  13. May 18, 2026DEFA14A EDGAR
  14. May 18, 20268-K EDGAR
  15. Mar 27, 2026SCHEDULE 13G/A EDGAR
  16. Mar 18, 20268-K EDGAR
  17. Mar 13, 202610-K EDGAR
  18. Mar 5, 20268-K EDGAR
  19. Feb 18, 20268-K EDGAR
  20. Jan 30, 2026SCHEDULE 13G EDGAR

The 221 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

19 open-market trades by officers, directors and large owners since October 2021: 14 buys and 5 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Nov 20, 2024Villano John L.Chairman, CEO and PresidentBuy124,660$1.61$200.7KForm 4
Nov 22, 2023Bernhard LeslieDirectorSale2,750$3.59$9.9KForm 4
Nov 15, 2023Bernhard LeslieDirectorSale1,900$3.59$6.8KForm 4
May 16, 2023Prinz Brian ADirectorBuy3,175$3.18$10.1KForm 4
Nov 11, 2022Bernhard LeslieDirectorSale1,850$3.74$6.9KForm 4
Oct 3, 2022Goldberg Arthur LDirectorBuy3,000$3.39$10.2KForm 4
Aug 15, 2022Haydon William CSee RemarksBuy2,000$4.93$9.9KForm 4
Aug 12, 2022Bernhard LeslieDirectorSale1,875$4.88$9.2KForm 4
Jul 15, 2022Haydon William CSee RemarksBuy2,000$4.62$9.2KForm 4
Jun 15, 2022Haydon William CSee RemarksBuy2,000$4.34$8.7KForm 4
May 16, 2022Haydon William CSee RemarksBuy2,000$4.50$9.0KForm 4
Apr 18, 2022Haydon William CSee RemarksBuy2,000$4.93$9.9KForm 4
Mar 15, 2022Haydon William CSee RemarksBuy2,000$4.73$9.5KForm 4
Feb 15, 2022Haydon William CSee RemarksBuy2,000$5.00$10.0KForm 4
Jan 18, 2022Haydon William CSee RemarksBuy2,000$6.05$12.1KForm 4
Dec 15, 2021See RemarksBuy2,000$5.58$11.2KForm 4
Dec 10, 2021Bernhard LeslieDirectorSale4,264$5.69$24.3KForm 4
Nov 15, 2021Haydon William CSee RemarksBuy2,000$5.85$11.7KForm 4
Oct 15, 2021Haydon William CSee RemarksBuy2,000$5.75$11.5KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Stakes it holds

Sachem Capital Corp. has told the SEC it owns more than 5% of 1 company, latest first (Schedules 13D and 13G).

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025John L. Villano65$750.0K$1.7M48
2025Jeffery C. Walraven57$689.2K$1.1M48
2024Chairman of the BoardPresident, Chief Executive Officer and Director$750.0K$1.7M48
2024Executive VicePresident and Chief Financial Officer$31.2K$73.8K48

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$247.8K 2020–2020
Money received by yearMoney received by year, 2020–2020: $247.8K in all. PPP loans $247.8K.$0$100K$200K$300K2020 · PPP loans: $247.8K2020
Figures by year
YearPPP loansTotal
2020$247.8K$247.8K

PPP loans

Paycheck Protection Program loans of $150,000 and up, approved April 2020 to July 2021, from the SBA49. Matched to this company by name and state.

  1. Apr 27, 2020$247.8K PPP loan (first draw) from Bankwell Bank49To SACHEM CAPITAL CORP., Branford CT; no forgiveness recorded

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 42. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Melia Wealth LLC2,806,935$2.6M1.5%−20,215
Vanguard Capital Management LLC2,090,062$2.0M0.0%−6,120
Cox Capital Mgt LLC1,146,768$1.1M0.6%+3,329
BlackRock, Inc.581,130$547.0K0.0%+35,110
Geode Capital Management, LLC538,506$507.0K0.0%−244,279
Renaissance Technologies LLC357,676$336.7K0.0%+207,567
Vanguard Fiduciary Trust Co290,546$273.4K0.0%+1,928
State Street Corp177,685$167.3K0.0%No change
GatePass Capital, LLC145,000$136.5K0.1%No change
Northern Trust Corp116,513$109.7K0.0%No change
LPL Financial LLC56,285$53.0K0.0%+62
Jane Street Group, LLC54,059$50.9K0.0%New
XTX Topco Ltd50,758$47.8K0.0%New
UBS Group AG48,376$45.5K0.0%+41,322
Napier Financial, LLC36,412$34.3K0.0%No change
Susquehanna International Group, Llp36,208$34.1K0.0%−119,621
Qube Research & Technologies Ltd35,866$33.8K0.0%+900
Tiaa-cref Individual & Institutional Services, LLC35,500$33.4K0.0%−27,468
Citadel Advisors LLC30,996$29.2K0.0%−28,837
Conservest Capital Advisors, Inc.23,346$22.0K0.0%No change
Private Advisor Group, LLC19,227$18.1K0.0%No change
Woodward Diversified Capital, LLC13,860$13.0K0.0%No change
Osaic Holdings, Inc.13,538$12.7K0.0%+16
JB Capital LLC13,470$12.7K0.0%+140
Vanguard Global Advisers, LLC13,455$12.7K0.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Sachem Capital Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSachem Capital Corp.1
  • CIK0001682220
  • Employer ID (EIN)81-34677794
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inNew York4
  • Fiscal year endsDecember 311
  • Industry code (SIC)6798 Real Estate Investment Trusts1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address568 East Main Street, Branford, CT 064051
  • Phone20343347361
  • Shares outstanding47,954,632 as of Aug 4, 202612
  • Public float$54.0M as of Jun 30, 20254
  • AuditorBaker Tilly US, LLP, Philadelphia, Pennsylvania PCAOB ID 23; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceSep 9, 20161
  • Filings428 in all: 8-K (143), 4 (66), 10-Q (29), 424B5 (18), CORRESP (16), 424B2 (13), 10-K (10), 3 (10)1
    All 37 form types

    UPLOAD (10), 8-A12B (9), DEF 14A (9), FWP (9), S-11/A (9), CERT (8), DEFA14A (8), SC 13G/A (8), EFFECT (7), SC 13G (6), S-3 (5), ARS (4), S-3/A (4), 25-NSE (3), NT 10-Q (3), PRE 14A (3), 10-Q/A (2), 424B4 (2), NT 10-K (2), S-11 (2), S-8 (2), 424B3 (1), 5 (1), CERTNYS (1), D (1), DEFR14A (1), S-8 POS (1), SCHEDULE 13G (1), SCHEDULE 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 13, 2026
    Quarterly report (10-Q) Aug 5, 2026
    Proxy statement (DEF 14A) Sep 11, 2026
    Latest 8-K (8-K) Sep 4, 2026

Securities registered for trading

ClassSymbolExchange
Common Shares, par value $.001 per shareSACHNYSE
6.00% notes due 2026SCCDNYSE
6.00% notes due 2027SCCENYSE
7.125% notes due 2027SCCFNYSE
8.00% notes due 2027SCCGNYSE
7.75% Series A Cumulative Redeemable Preferred Stock, Liquidation Preference $25.00 per shareSACHPRANYSE

From the cover page of the 10-K filed Mar 13, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks Sachem Capital Corp. names in Item 1A of its 10-K filed Mar 13, 2026: 72 risks under these headings, as written.4

  • Risks Related to Our Current Financial Condition
  • We incurred a net loss attributable to common shareholders for 2024 but returned to profitability in 2025. We cannot assure you that we will be profitable for 2026.
  • Concurrently with the decline in our operational performance, we have reduced the dividend payable to shareholders.
  • The price of our publicly traded securities has declined significantly.
  • A default under the Needham Credit Facility could have significant adverse consequences on our business, operations, and financial condition.
  • Notes having an aggregate outstanding principal amount of $173.3 million are due and payable in full between December 2026 and September 2027.
  • We are subject to the “baby shelf” rules, which limits the amount of securities we can sell pursuant to an S-3 Registration Statement.
  • The illiquidity of our loan portfolio could significantly impede our ability to respond to adverse changes in economic, financial, investment and other conditions.
  • Risks Related to Our Business and Our Company
  • Declining real estate valuations have resulted in impairment charges or provisions for credit losses, the determination of which involves a significant amount of judgment on our part. Any future impairment or provision could have a material adverse effect on us.
  • We have experienced a significant increase in the balance of non-performing loans.
  • A high level of defaults, particularly among larger mortgage loans, could have a material adverse impact on our business, operations and financial condition.
The other 62 risks
  • Difficult conditions in the mortgage and real estate markets, the financial markets and the economy generally have caused and may cause us to experience losses in the future.
  • Increases in interest rates could adversely affect our ability to generate income and pay dividends.
  • Adverse geopolitical developments could have a material adverse impact on our business.
  • Prepayment rates can change, adversely affecting the performance of our assets.
  • Many of our loans are not funded with interest reserves and our borrowers may be unable to pay the interest accruing on the loans when due, which could have a material adverse impact on our financial condition.
  • Most of the properties securing our mortgage loans are not income producing, thus increasing the risks of delinquency and foreclosure.
  • Our due diligence may not reveal all the risks associated with a mortgage loan or the property that will be mortgaged to secure the loan, which could lead to losses.
  • Residential mortgage loans are subject to increased risks.
  • Our real estate assets are subject to risks particular to real property.
  • We may be adversely affected by the economies and other conditions of the markets in which we operate, particularly in Connecticut, Florida and New York, where we have a high concentration of our loans.
  • Competition could have a material adverse effect on our business, financial condition and results of operations.
  • We may adopt new or change our existing underwriting financing, or other strategies and asset allocation and operational and management policies without shareholder consent, which may result in the purchase of riskier assets, the use of greater leverage or commercially unsound actions, any of which could materially adversely affect our business, financial condition and results of operations and our ability to make distributions to our shareholders.
  • In connection with our lending operations, we rely on third-party service providers to perform a variety of services, comply with applicable laws and regulations, and carry out contractual covenants and terms, the failure of which by any of these third-party service providers may adversely impact our business and financial results.
  • We may be adversely affected by deficiencies in foreclosure practices as well as related delays in the foreclosure process.
  • We may be unable to identify and complete acquisitions on favorable terms or at all, which may inhibit our growth and have a material adverse effect on us.
  • The downgrade of the credit ratings of the U.S., any future downgrades of the credit ratings of the U.S. and the failure to resolve issues related to U.S. fiscal and debt policies may materially adversely affect our business, liquidity, financial condition and results of operations.
  • Risks Related to Our Operations, Structure and Change in Control Provisions
  • We have significant unfunded commitments to existing borrowers. If we are unable to fund these commitments, we may be subject to borrower legal claims.
  • Interruptions in our ability to provide our products and our service to our customers could damage our reputation, which could have a material adverse effect on us.
  • The occurrence of cyber incidents, or a deficiency in our cybersecurity or in those of any of our third-party service providers, could negatively impact our business by causing a disruption to our operations, a compromise or corruption
  • of our confidential information or damage to our business relationships or reputation, all of which could negatively impact our business and results of operations.
  • The loss of key personnel, such as one of our executive officers, could have a material adverse effect on us.
  • Our inability to recruit or retain qualified personnel or maintain access to key third-party service providers and software developers, could have a material adverse effect on us.
  • The stock ownership limit imposed by our charter may inhibit market activity in our Common Shares and may restrict our business combination opportunities.
  • If we sell or transfer mortgage loans to a third party, including a securitization entity, we may be required to repurchase such loans or indemnify such third party if we breach representations and warranties.
  • Risks Related to Debt Financing
  • If we cannot access external sources of capital on favorable terms or at all, our ability to execute our business and growth strategies will be impaired.
  • We employ leverage, which magnifies the potential for gain or loss on amounts invested and may increase the risk of investing in us. If we are unable to leverage our assets to the extent we anticipate, the returns on certain if not all of our assets could be diminished, which may limit or eliminate our ability to make distributions to our shareholders.
  • We are leveraged. If we default on our obligations, we may suffer adverse consequences.
  • Our outstanding indebtedness imposes, and additional debt we may incur in the future will likely impose, financial and operating covenants that restrict our business activities, including limitations that could hinder our ability to finance additional loans and investments or to make the distributions required to maintain our status as a REIT.
  • Despite our current debt levels, we may incur substantially more debt or take other actions which could have the effect of diminishing our ability to make payments on our indebtedness when due and distributions to our shareholders.
  • Risks Related to the Notes
  • Our outstanding fixed rate term notes are unsecured and therefore are effectively subordinated to any secured indebtedness we have incurred or may incur in the future.
  • The Notes are subordinated to the indebtedness and other liabilities of our subsidiaries.
  • The indenture under which the Notes are issued contains limited protection for holders of the Notes.
  • An increase in market interest rates could result in a decrease in the value of the Notes.
  • Although the Notes are listed on the NYSE American, an active trading market for the Notes may not develop, which could limit a noteholder's ability to sell the Notes and/or the market price of the Notes.
  • We may choose to redeem the Notes when prevailing interest rates are relatively low.
  • We are not obligated to contribute to a sinking fund to retire the Notes and the Notes are not guaranteed by a third party.
  • A downgrade, suspension or withdrawal of the credit rating assigned by a rating agency to us or the Notes, if any, could cause the liquidity or market value of the Notes to decline significantly.
  • Risks Related to our Series A Preferred Stock
  • The Series A Preferred Stock effectively ranks junior to all our indebtedness and other liabilities and of our subsidiaries.
  • We may issue additional shares of Series A Preferred Stock and additional series of preferred shares that rank on parity with the Series A Preferred Stock as to dividend rights, rights upon liquidation or voting rights.
  • Market interest rates may materially and adversely affect the value of the Series A Preferred Stock.
  • Our ability to pay dividends is limited by the requirements of New York law.
  • Our cash available for distribution may not be sufficient to pay dividends on the Series A Preferred Stock at the stated dividend rate.
  • The change of control conversion rights may not adequately compensate the holders of Series A Preferred Stock in the event we undergo a change of control. The change of control conversion rights may also make it more difficult for a party to acquire us or discourage a party from acquiring us.
  • An increase in the market price of our Common Shares will not necessarily result in an increase in the market price of the Series A Preferred Stock
  • If we redeem your shares of the Series A Preferred Stock, you will no longer receive dividends.
  • You should not expect us to redeem shares of the Series A Preferred Stock on or after the date they become redeemable.
  • The trading price of the Series A Preferred Stock could be substantially affected by various factors.
  • The market price and trading volume of the Series A Preferred Stock may be volatile and you could experience a loss if you sell your shares.
  • Our certificate of incorporation, as amended, including the certificate of amendment establishing the terms of the Series A Preferred Stock, contains restrictions upon ownership and transfer of the Series A Preferred Stock, which may impair the ability of holders to convert Series A Preferred Stock into our Common Shares.
  • The Series A Preferred Stock shareholders have limited voting rights.
  • Future sales of substantial amounts of the Series A Preferred Stock, or the possibility that such sales could occur, could adversely affect the market price of the Series A Preferred Stock.
  • Although the Series A Preferred Stock currently has a private credit rating of BBB from Egan-Jones Ratings Company, the Series A Preferred Stock may be downgraded, suspended or withdrawn as a result of the offering of additional shares of Series A Preferred Stock.
  • If we are unable to comply with the continued listing requirements of the NYSE American, our Common Shares could be delisted, which could adversely affect the listing of the Series A Preferred Stock.
  • Listing on NYSE American does not guarantee an active trading market for the Series A Preferred Stock.
  • If the Series A Preferred Stock or our Common Shares are delisted, your ability to transfer or sell your shares of the Series A Preferred Stock may be limited and the market value of the Series A Preferred Stock will likely be materially adversely affected.
  • Risks Relating to our Common Shares
  • The market price and trading volume of our securities may be volatile.
  • We have not established a minimum dividend payment level for our Common Shares and there are no assurances of our ability to pay dividends to our common shareholders in the future.
  • Future offerings of preferred shares or debt securities would rank senior to our Common Shares upon liquidation and for dividend purposes, would dilute the interests of our common shareholders and may adversely affect the market price of our Common Shares.
  • An increase in interest rates may have an adverse effect on the market price of our Common Shares and our ability to make distributions to our shareholders.
  • Your investment in and resulting interest in us may be diluted or lose value if we issue additional shares.
  • If we fail to comply with the continued listing standards of the NYSE American, all or some of our securities that currently are listed on the NYSE American could be delisted. This would have a material adverse impact on the holders of that security and us.
  • Risks Related to Regulatory Matters
  • Maintenance of our Investment Company Act exemption imposes limits on our operations.

Legal proceedings

We are not currently a party to any material legal proceedings not in the ordinary course of business.

The opening of Item 3, Legal Proceedings.4

Sources

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