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Get filing alertsStrawberry Fields REIT raises $56M in Israel bond offering with 2.6M warrants
Filed May 20, 2026 · Period ending May 20, 2026 · ~1 min read
Key Changes
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Completed $56M offering of NIS bonds (Series C) at 6.85% annual interest with 2.6M warrants exercisable at $13.69/share through June 2027, representing potential 10%+ dilution to existing shareholders.
Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR → -
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Bond repayment is heavily back-loaded: only 12% of principal repays over first three years (4% annually 2027-2029), with 88% due in single balloon payment December 31, 2030.
Exhibit 99.1 view on EDGAR → -
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Offering made solely to Israeli residents under Regulation S exemption; warrants listed on Tel Aviv Stock Exchange but not on NYSE American where shares trade.
Item 3.02 — Unregistered Sales of Equity Securities verify on EDGAR → -
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Warrant exercise price of NIS 39.8 ($13.69) represents approximately 4% premium to May 14, 2026 closing share price of NIS 38.25.
Exhibit 99.1 view on EDGAR →
Summary
Strawberry Fields REIT raised approximately $56 million through an Israel-only bond offering that closed May 19, 2026. The company issued NIS 260 million par value of Series C bonds at 6.85% annual interest, bundled with 2.6 million warrants exercisable into common shares at $13.69 each through June 30, 2027.
The warrants represent meaningful potential dilution—roughly 10% or more of the existing share base depending on float size—and became immediately exercisable upon listing on the Tel Aviv Stock Exchange. The bond structure carries refinancing risk: 88% of principal comes due in a single balloon payment on December 31, 2030, with only token amortization (4% annually) in the preceding three years.
This concentrates repayment pressure at maturity and will require either refinancing or asset sales in 2030. The 6.85% coupon reflects current Israeli market conditions but commits the REIT to fixed debt service through the term. U.S. shareholders should note the offering was made under Regulation S to Israeli residents only; the warrants trade on TASE but not NYSE American, creating a bifurcated market for the company's securities.
Section-by-Section Diff
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
Up to NIS 260,000,000 par value of Bonds (Series C), registered in the Company’s name, of NIS 1 par value each, offered at par, bearing annual interest (unlinked) at a fixed rate of 6.85% (the “Annual Interest Rate”), offered together with Warrants (Series 1) by way of a tender for the unit price
The Company is offering up to NIS 260 million par value of Bonds (Series C) at par with a fixed 6.85% annual interest rate, together with Series 1 Warrants. The bonds are unlinked and will be issued through a tender process. Each unit consists of NIS 1,000 par value bonds plus 16 Series 1 Warrants at a minimum unit price of NIS 1,001.
Added in current filing · view on EDGAR →
Up to 4,160,000 Series 1 Warrants of the Company, registered in the Company’s name and traded on the Stock Exchange, exercisable into up to 4,160,000 shares of common stock of par value $0.0001 each, of the Company, on any trading day except on certain dates as specified in Section 5.2.3 below, commencing on the date of listing for trading on the Stock Exchange and until June 30, 2027 (inclusive) (the “Exercise Period” and the “End of the Exercise Period”, respectively), such that each Series 1 Warrant shall be exercisable into one ordinary share of the Company of par value $0.0001, subject to the adjustments specified in Section 5.2.4 below (the “Exercise Shares”), against payment in cash of an exercise price of 39.8 NIS per Warrant, which is linked to the US dollar exchange rate
The offering includes up to 4.16 million Series 1 Warrants exercisable into common shares on a 1:1 basis through June 30, 2027. The exercise price is NIS 39.8 per warrant, linked to the USD exchange rate with a base rate of NIS 2.9050 per dollar. The exercise price represents approximately 4% above the May 14, 2026 closing share price of NIS 38.25.
Added in current filing · view on EDGAR →
The Company’s shares are listed for trading on the NYSE American Stock Exchange. On April 15, 2024, the Company published a registration document for the trading of its shares on the Stock Exchange, in accordance with the provisions regarding dual listing under Chapter E3 of the Securities Law, 5728-1968 (the “Dual Listing Rules” and the “Securities Law”, respectively) and the regulations promulgated thereunder and as of April 21, 2024, the Company’s shares are also traded on the Stock Exchange in Israel.
The Company's shares are dual-listed on NYSE American and the Tel Aviv Stock Exchange (since April 21, 2024). This offering is made only in Israel to Israeli residents under an exemption from U.S. securities laws. The Company will file a prospectus supplement with the SEC to register shares issuable upon warrant exercise.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
The Offered Securities are offered to the public in a uniform offering in accordance with the Securities Regulations (Manner of Offering Securities to the Public), 5767-2007 (the “Manner of Offering Regulations”), in 260,000 units (“Units”), by way of a tender on the unit price, which shall not be less than 1,001 NIS (the “Minimum Price” or the “Minimum Unit Price”).
The offering consists of 260,000 units via a uniform-price tender with a minimum unit price of NIS 1,001. Each unit comprises NIS 1,000 par value bonds plus 16 warrants. Applicants may submit up to three bids at different prices in NIS 0.05 increments. All accepted units will be issued at a single uniform price determined by the tender results.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Item 3.02 — Unregistered Sales of Equity Securities filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 19, 2026, Strawberry Fields REIT, Inc. (the “Company”) completed an offering of units solely within Israel, pursuant to exemptions from registration contained in Regulation S (17 CFR Sections 230.901, et. seq.). The units consisted of par value NIS 1,000 Bonds (Series C) and 16 Warrants (Series 1) and yielded gross proceeds of approximately $56 million.
The company raised approximately $56 million through a Regulation S offering in Israel. Each unit consisted of NIS 1,000 bonds (Series C) and 16 warrants (Series 1). The securities are not listed on any U.S. exchange.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 24, 2026 · How we verify