REFI on Nasdaq

Chicago Atlantic Real Estate Finance, Inc.

Chicago Atlantic Real Estate Finance, Inc. is an American real estate investment trust, incorporated in Maryland.1 Its shares trade on Nasdaq under the symbol REFI.1

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Last updated Oct 20, 2026.

Overview

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  • TickerREFI on Nasdaq1
  • IndustryReal Estate Investment Trusts1
  • HeadquartersChicago, Illinois1
  • Incorporated inMD2
  • Business address420 North Wabash Avenue, Suite 500, Chicago, Il 606112
  • Filer category, Emerging growth company2

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Chicago Atlantic Real Estate Finance, Inc., and its wholly owned consolidated financing subsidiary, Chicago Atlantic Lincoln, LLC (“CAL”) (collectively the “Company”, “we”, "us" or “our”), is a commercial mortgage real estate investment trust (“REIT”) incorporated in the state of Maryland on March 30, 2021. The Company has elected to be taxed as a REIT for United States federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”), commencing with its taxable year ended December 31, 2021. The Company believes that it has qualified as a REIT and that its method of operation will enable it to continue to qualify as a REIT. The Company generally will not be subject to United States federal income taxes on its REIT taxable income if it annually distributes to stockholders at least 90% of its REIT taxable income prior to the deduction for dividends paid and comp…3 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 2022

66.1%Net margin4
12.2%Return on equity5

Where the money goes

Where each dollar of revenue went, fiscal 2022

  • Other costs29¢$14.0M
  • Interest5¢$2.6M
  • Profit66¢$32.3M

Out of $48.9M in revenue.64

Where each dollar of operating cash went, fiscal 2022

  • Dividends paid100¢$28.2M

Out of $17.0M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.4

Financial statements

Every line of the income statement as filed: the last 2 fiscal years, latest first.9

Period ending2025-12-312024-12-31
Interest income$62.9M$62.1M
Interest expense-$7.5M-$7.2M
Net interest income$55.4M$55.0M
Management and incentive fees, net$8.2M$8.1M
General and administrative expense$5.3M$5.4M
Professional fees$1.9M$1.8M
Stock based compensation$3.4M$3.1M
Provision (benefit) for current expected credit losses$731.1K-$583.3K
Total expenses$19.5M$17.7M
Change in unrealized gain (loss) on investments$165.0K-$240.6K
Realized gain on debt securities, at fair value$0$72.4K
Net income before income taxes$36.0M$37.0M
Income tax expense$0$0
Net income$36.0M$37.0M
Basic earnings per common share (in Dollars per share)$1.71$1.92
Diluted earnings per common share (in Dollars per share)$1.68$1.88
Basic weighted average shares of common stock outstanding (in Shares)21.0M shares19.3M shares
Diluted weighted average shares of common stock outstanding (in Shares)21.4M shares19.7M shares

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Corporate structure

Chicago Atlantic Real Estate Finance, Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Chicago Atlantic Real Estate Finance, Inc.

  • Ray Thurston Filed SC 13G on Chicago Atlantic Real Estate Finance, Inc., latest Dec 15, 2021
  • Chicago Atlantic Real Estate Finance, Inc. Chicago, Illinois

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Chicago Atlantic Real Estate Finance, Inc. 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.

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$14.9M9 Dec 31, 2025$26.4M9 Dec 31, 2024−43.4%
Loans, net of allowance$403.9M9 Dec 31, 2025$398.1M9 Dec 31, 2024+1.4%

Properties, in its own words

We do not own any real estate or other physical properties materially important to our operation. Our principal executive offices are currently located at 1680 Michigan Avenue, Suite 700, Miami Beach, FL 33139. All locations are provided to us by the Manager pursuant to the Management Agreement. We believe that our office facilities are and will be suitable and adequate for our business.

Item 2 of the 10-K filed Mar 12, 2026.3

Leadership

Who has led Chicago Atlantic Real Estate Finance, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Anthony Cappell2021–2024
  2. Peter Sack2024–now

Chair

  1. John Mazarakis2021–now

President

  1. Andreas Bodmeier2021–2024
  2. Peter Sack2021–2023
  3. Donald E. Gulbrandsen2024
  4. David Kite2026–now

Chief financial officer

  1. Lindsay Menze2021
  2. Phillip Silverman2022–now

Chief operating officer

  1. David Kite2021–now
2025
Board members and other officers (11)

Timeline

  1. Aug 11, 20268-K Results of operations; Regulation FD disclosure27
  2. Jul 13, 20268-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure28
  3. Jun 18, 20268-K Entered a material agreement; Regulation FD disclosure29
  4. Jun 11, 20268-K Shareholder vote30
  5. May 7, 20268-K Results of operations; Regulation FD disclosure31
  6. Mar 12, 20268-K Results of operations; Regulation FD disclosure32
  7. Nov 4, 20258-K Results of operations; Regulation FD disclosure33
  8. Aug 7, 20258-K Entered a material agreement; Results of operations; New debt or obligation34
  9. Jun 23, 20258-K Shareholder vote35
  10. May 7, 20258-K Results of operations; Regulation FD disclosure36
  11. Mar 18, 20258-K Entered a material agreement37
  12. Mar 12, 20258-K Results of operations; Regulation FD disclosure38
  13. Apr 3, 2024New chief executive Peter Sack becomes CEO10
  14. Dec 7, 2021New chief executive Anthony Cappell becomes CEO11

Calendar

Coming up

  1. Nov 3, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported $0.45 a share, on Nov 4, 2025.39

When it reported results

  1. Aug 11, 2026Reported quarterly or annual results27
  2. May 7, 2026Reported quarterly or annual results31
  3. Mar 12, 2026Reported quarterly or annual results32
  4. Nov 4, 2025Reported quarterly or annual results33
  5. Aug 7, 2025Reported quarterly or annual results34
  6. May 7, 2025Reported quarterly or annual results36
  7. Mar 12, 2025Reported quarterly or annual results38
  8. Nov 7, 2024Reported quarterly or annual results40

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

Filings

210 filings to the SEC since October 2021: 5 annual reports, 14 quarterly reports, 41 major events, 94 insider forms, 2 large holders, 54 other. The latest 20:

  1. Aug 28, 20264 EDGAR
  2. Aug 25, 20264 EDGAR
  3. Aug 21, 20264 EDGAR
  4. Aug 19, 20264 EDGAR
  5. Aug 19, 20264 EDGAR
  6. Aug 11, 2026425 EDGAR
  7. Aug 11, 2026DEFA14A CURRENT REPORT EDGAR
  8. Aug 11, 2026425 CURRENT REPORT EDGAR
  9. Aug 11, 20268-K CURRENT REPORT EDGAR
  10. Aug 11, 202610-Q EDGAR
  11. Jul 14, 2026425 EDGAR
  12. Jul 13, 2026425 CURRENT REPORT EDGAR
  13. Jul 13, 20268-K CURRENT REPORT EDGAR
  14. Jun 18, 2026425 EDGAR
  15. Jun 18, 2026425 EDGAR
  16. Jun 18, 2026DEFA14A CURRENT REPORT EDGAR
  17. Jun 18, 2026425 CURRENT REPORT EDGAR
  18. Jun 18, 20268-K CURRENT REPORT EDGAR
  19. Jun 11, 20268-K CURRENT REPORT EDGAR
  20. May 7, 20268-K CURRENT REPORT EDGAR

The 210 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

42 open-market trades by officers, directors and large owners since October 2021: 41 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Aug 27, 2026Mazarakis JohnExecutive ChairmanBuy7,530$10.67$80.3KForm 4
Aug 26, 2026Mazarakis JohnExecutive ChairmanBuy40,181$10.67$428.7KForm 4
Aug 21, 2026Mazarakis JohnExecutive ChairmanBuy145$10.67$1.5KForm 4
Aug 19, 2026Sack PeterCo-Chief Executive OfficerBuy3,500$10.45$36.6KForm 4
Aug 18, 2026Sack PeterCo-Chief Executive OfficerBuy1,500$10.43$15.6KForm 4
Aug 17, 2026Mazarakis JohnExecutive ChairmanBuy25,000$10.25$256.2KForm 4
Aug 17, 2026Cappell AnthonyCo-Chief Executive OfficerBuy45,000$10.41$468.4KForm 4
Oct 16, 2025Mazarakis JohnExecutive ChairmanBuy8,000$12.75$102.0KForm 4
Oct 15, 2025Papastavrou Jason DDirectorBuy18,000$12.65$227.8KForm 4
Oct 15, 2025Kite DavidPresident and COOBuy2,500$12.70$31.8KForm 4
Oct 14, 2025Kite DavidPresident and COOBuy2,500$12.31$30.8KForm 4
Oct 14, 2025Konigsberg BrandonDirectorBuy7,000$12.33$86.3KForm 4
Oct 14, 2025Sack PeterCo-Chief Executive OfficerBuy8,150$12.43$101.3KForm 4
Oct 1, 2025Mazarakis JohnExecutive ChairmanBuy7,500$12.43$93.2KForm 4
Apr 9, 2025Silverman PhillipChief Financial OfficerBuy769$13.00$10.0KForm 4
Nov 8, 2024Mazarakis JohnExecutive ChairmanBuy2,779$15.82$44.0KForm 4
Nov 7, 2024Mazarakis JohnExecutive ChairmanSale2,779$15.86$44.1KForm 4
Mar 14, 2023Mazarakis JohnExecutive ChairmanBuy10,000$13.19$131.9KForm 4
Dec 12, 2022Sack PeterCo-Chief Executive OfficerBuy2,396$15.86$38.0KForm 4
Dec 12, 2022Mazarakis JohnExecutive ChairmanBuy9,184$15.86$145.7KForm 4

All 42 trades can be filtered by person here when JavaScript is on.

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.

  • Ray ThurstonSC 13G, 1 filing Dec 15, 202141

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.1,719,049$18.4M0.0%+293,478
Fielder Capital Group LLC982,283$10.5M2.3%+22,483
Vanguard Capital Management LLC788,254$8.5M0.0%+60,401
State Street Corp499,188$5.6M0.0%−11,345
Segall Bryant & Hamill, LLC188,621$2.0M0.0%New
CDC Financial, Inc.163,704$1.8M1.3%+22,154
Clayton Partners LLC155,344$1.7M1.1%+5,000
Corient Private Wealth LP152,719$1.6M0.0%−3,498
Northern Trust Corp146,958$1.6M0.0%+5,485
Vanguard Portfolio Management LLC125,772$1.3M0.0%+21,439
Vanguard Fiduciary Trust Co115,888$1.2M0.0%+1,593
Connor, Clark & Lunn Investment Management Ltd.113,810$1.2M0.0%−2,459
Doliver Advisors, LP111,008$1.2M0.3%−800
Osaic Holdings, Inc.91,265$978.4K0.0%+7,213
Arrowstreet Capital, Limited Partnership88,975$953.8K0.0%New
Intrepid Capital Management Inc73,922$792.4K0.3%No change
Morgan Stanley63,595$681.7K0.0%+14,923
Odyssean, LLC63,292$678.5K0.1%+50,317
Charles Schwab Investment Management Inc61,764$662.1K0.0%+12,512
Commonwealth Equity Services, LLC57,975$621.5K0.0%+6,664
Quantinno Capital Management LP55,827$598.5K0.0%−19,739
Bank of New York Mellon Corp53,308$571.5K0.0%+5,371
Raymond James Financial Inc48,623$521.2K0.0%New
Aqr Capital Management LLC48,189$516.6K0.0%+29,418
Atom Investors LP42,314$453.6K0.0%New

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

SEC filer profile

How Chicago Atlantic Real Estate Finance, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARChicago Atlantic Real Estate Finance, Inc.1
  • CIK0001867949
  • Employer ID (EIN)86-31251323
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company3
  • Incorporated inMaryland3
  • Fiscal year endsDecember 311
  • Industry code (SIC)6798 Real Estate Investment Trusts1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address420 North Wabash Avenue, Suite 500, Chicago, IL 606111
  • Phone(312) 625-92951
  • Shares outstanding25,621,146 as of Aug 6, 20268
  • Public float$236.8M as of Dec 31, 20253
  • AuditorBDO USA, P.C., Chicago, Illinois PCAOB ID 243; no auditor attestation of internal control over financial reporting3
  • On EDGAR sinceAug 10, 20211
  • Filings214 in all: 4 (77), 8-K (38), 3 (16), 10-Q (14), CORRESP (8), 425 (7), UPLOAD (6), 10-K (5)1
    All 30 form types

    DEF 14A (5), ARS (4), S-11/A (4), 8-K/A (3), 40-APP (2), 424B5 (2), DEFA14A (2), DRS/A (2), DRSLTR (2), EFFECT (2), S-3 (2), S-8 (2), SC 13G (2), 4/A (1), 424B2 (1), 424B4 (1), 8-A12B (1), CERT (1), DRS (1), NT 10-K (1), S-11 (1), S-3/A (1)

  • Latest filingsAnnual report (10-K) Mar 12, 2026
    Quarterly report (10-Q) Aug 11, 2026
    Proxy statement (DEF 14A) Apr 23, 2026
    Latest 8-K (8-K) Aug 11, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.01 per shareREFINASDAQ

From the cover page of the 10-K filed Mar 12, 2026 (Section 12(b) of the Exchange Act).3

Risk factors and legal proceedings

The risks Chicago Atlantic Real Estate Finance, Inc. names in Item 1A of its 10-K filed Mar 12, 2026: 73 risks under these headings, as written.3

  • Risks Related to Our Business and Growth Strategy
  • Risks Related to the Cannabis Industry and Related Regulations
  • Risks Related to Sources of Financing Our Business
  • Risks Related to Our Organization and Structure
  • Risks Related to Our Taxation as a REIT
  • Risks Related to Ownership of Our Common Stock
  • We have limited operating history and may not be able to operate our business successfully or to generate sufficient revenue to make or sustain distributions to our stockholders.
  • Competition for the capital that we provide may reduce the return of our loans, which could adversely affect our operating results and financial condition.
  • Our loans’ lack of liquidity may adversely affect our business.
  • Our investments are subject to risks particular to real property. These risks may result in a reduction or elimination of or return from an investment secured by a particular property.
  • All of our assets may be subject to recourse.
  • Our existing portfolio is, and our future portfolio may be, concentrated in a limited number of loans, which subjects us to an increased risk of significant loss if any asset declines in value or if a particular borrower fails to perform as expected.
The other 67 risks
  • Our existing portfolio contains loans to companies with operations that are geographically concentrated in a number of states with particular concentration Florida, Illinois, Ohio and Pennsylvania, and we will be subject to social, political and economic risks of doing business in those states and any other state in which we in the future have lending exposure.
  • We will not own real estate as long as it is used in cannabis-related operations due to current statutory prohibitions and exchange listing standards, which may delay or limit our remedies in the event that any of our borrowers default under the terms of their mortgage loans with us.
  • Loans to relatively new and/or small companies and companies operating in the cannabis industry generally involve significant risks.
  • If we are unable to successfully integrate new assets and manage our growth, our results of operations and financial condition may suffer.
  • We may need to foreclose on loans that are in default, which could result in losses.
  • The properties securing our loans may be subject to contingent or unknown liabilities that could adversely affect the value of these properties, and as a result, our loans.
  • Commercial real estate-related investments that are secured, directly or indirectly, by real property are subject to delinquency, foreclosure and loss, which could result in losses to us.
  • If our Manager overestimates the yields or incorrectly prices the risks of our loans, we may experience losses.
  • An increase in benchmark interest rates tied to Prime and SOFR will likely have the effect of increasing our Core Earnings, which would make it easier for our Manager to earn Incentive Compensation.
  • The due diligence process that our Manager undertakes in regard to investment opportunities may not reveal all facts that may be relevant in connection with an investment and if our Manager incorrectly evaluates the risks of our investments, we may experience losses.
  • We are subject to additional risks associated with investments in the form of loan participation interests.
  • Declines in market prices and liquidity in the capital markets can result in significant net unrealized depreciation of our portfolio, which in turn would reduce the net carrying value of our portfolio.
  • The loans and other assets we obtain may be subject to impairment charges, and we may experience a decline in the net carrying value of our assets.
  • Substantially all of the debt that we invest in is unrated. To the extent that credit ratings are assigned to our loans will be subject to ongoing evaluations and revisions, and we cannot assure you that those ratings will not be downgraded.
  • Mezzanine loans, B-Notes and other investments that are subordinated or otherwise junior in an issuer’s capital structure, such as preferred equity, and that involve privately negotiated structures will expose us to greater risk of loss.
  • Loans or investments involving international real estate-related assets are subject to special risks that we may not manage effectively, which would have a material adverse effect on our results of operations and our ability to make distributions to our stockholders.
  • We may not have control over certain of our loans and investments.
  • Our loans and investments expose us to risks associated with debt-oriented real estate investments generally.
  • We may finance first mortgage loans, which may present greater risks than if we had made first mortgages directly to owners of real estate collateral.
  • Loans on properties in transition will involve a greater risk of loss than conventional mortgage loans.
  • Any distressed loans or investments we make, or loans and investments that later become distressed, may subject us to losses and other risks relating to bankruptcy proceedings.
  • Construction loans involve an increased risk of loss.
  • Investments in construction loans require us to make estimates about the fair value of land improvements that may be challenged by the IRS.
  • We may in the future enter into credit agreements with borrowers that may permit them to incur debt that ranks equally with, or senior to, the loans we extend to such companies under such credit agreements.
  • Some of our borrowers may be highly leveraged.
  • There may be circumstances in which our loans could be subordinated to claims of other creditors, or we could be subject to lender liability claims.
  • As a debt investor, we are often not in a position to exert influence on borrowers, and the stockholders and management of such companies may make decisions with which we disagree and/or that could decrease the value of loans to such borrower.
  • Due to our borrowers’ involvement in the regulated cannabis industry, we currently do not have any insurance coverage. We and our borrowers have, and may continue to have, a difficult time obtaining or maintaining the various insurance policies that are desired to operate our business, which may expose us to additional risk and financial liabilities.
  • We do not currently have catastrophic insurance policies.
  • Subject to the approval of our Manager, our Board (which must include a majority of our independent directors) may change our investment strategies or guidelines, financing strategies or leverage policies without the consent of our stockholders.
  • To the extent OID and PIK-interest constitute a portion of our income, we are exposed to typical risks associated with such income being required to be included in taxable and accounting income prior to receipt of cash representing such income.
  • We may pay our Manager an incentive fee on certain investments that include a deferred interest feature.
  • We may have difficulty paying our required distributions under applicable tax rules if we recognize income before or without receiving cash representing such income.
  • We may expose ourselves to risks associated with the inclusion of non-cash income prior to receipt of cash.
  • Changes in laws or regulations governing our operations, including laws and regulations governing cannabis and REITs, changes in the interpretation thereof or newly enacted laws or regulations and any failure by us to comply with these laws or regulations, could require changes to certain of our business practices, negatively impact our operations, cash flow or financial condition, impose additional costs on us or otherwise adversely affect our business.
  • We may not be able to obtain or maintain required licenses and authorizations to conduct our business and may fail to comply with various state and federal laws and regulations applicable to our business.
  • Uncertainty and adverse changes in macroeconomic conditions of markets in which we participate and increased costs of energy, labor, construction materials and other factors could have an adverse impact on our financial performance and results of operations.
  • Cannabis remains illegal under federal law, and therefore, strict enforcement of federal laws regarding cannabis would likely result in our inability to execute our business plan.
  • Changes to state or federal laws regarding hemp might result in limitations or our inability to execute our business plan.
  • Our ability to grow our business depends on current state laws pertaining to the cannabis industry. New laws that are adverse to our borrowers may be enacted at the federal or state level, and current favorable state or national laws or enforcement guidelines relating to cultivation, production and distribution of cannabis may be modified or eliminated in the future, which would impede our ability to grow our business under our current business plan and could materially adversely affect our business.
  • FDA regulation of cannabis could negatively affect the cannabis industry, which would directly affect our financial condition.
  • We and our borrowers may have difficulty accessing the service of banks and other financial institutions, and we may be limited in our ability to provide debt to participants in the cannabis industry, which could materially and adversely affect our business, financial condition, liquidity and results of operations.
  • Laws and regulations affecting the regulated cannabis industry are continually changing, which could materially adversely affect our proposed operations, and we cannot predict the impact that future regulations may have on us.
  • Applicable state laws may prevent us from maximizing our potential income.
  • Loans to cannabis businesses may be forfeited to the federal government.
  • We may have difficulty accessing bankruptcy courts.
  • The loans we make may include Canadian entities within their corporate structure that have the ability to seek insolvency protections in Canada, which could materially and adversely affect our business.
  • We may make loans that are secured by properties that are, and will be, subject to extensive regulations, such that if such collateral was foreclosed upon those regulations may result in significant costs and materially and adversely affect our business, financial condition, liquidity and results of operations.
  • If we foreclose on properties securing our loans, we may have difficulty selling the properties due to the nature of specialized industrial cultivation/processing cannabis properties and the potentially limited number of high-quality operators for such properties, as well as for retail/dispensary cannabis properties.
  • Certain assets of our borrowers may not be used as collateral or transferred to us due to applicable state laws and regulations governing the cannabis industry, and such restrictions could negatively impact our profitability.
  • Liability relating to environmental matters may impact the value of properties that we may acquire upon foreclosure of the properties securing our loans.
  • The market value of properties securing our loans acquired by us upon foreclosure may decrease if they cannot be used for cannabis related operations.
  • Our growth depends on external sources of capital, which may not be available on favorable terms or at all.
  • Global economic, political and market conditions could have a significant adverse effect on our business, financial condition, cash flows and results of operations.
  • We may incur significant debt, which may subject us to restrictive covenants and increased risk of loss and may reduce cash available for distributions to our stockholders, and our governing documents contain no limit on the amount of debt we may incur.
  • Interest rate fluctuations could increase our financing costs, which could lead to a significant decrease in our results of operations, cash flows and the market value of our loans.
  • Any bank credit facilities that we may use in the future to finance our operations may require us to provide collateral or pay down debt.
  • Adoption of the Basel III standards and other proposed supplementary regulatory standards may negatively impact our access to financing or affect the terms of our future financing arrangements.
  • Provisions in our Charter and our amended and restated bylaws (our “Bylaws”) may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management.
  • Our Board may approve the issuance of stock, including preferred stock, with terms that may discourage a third party from acquiring us.
  • Certain provisions of the Maryland General Corporation Law, or MGCL, could inhibit changes of control, which may discourage third parties from conducting a tender offer or seeking other change of control transactions that could involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interests.
  • Our Bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders and provide that claims relating to causes of action under the Securities Act may only be brought in federal district courts, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees, if any, and could discourage lawsuits against us and our directors, officers and employees, if any.
  • Ownership limitations contained in the Charter may restrict change of control or business combination opportunities in which our stockholders might receive a premium for their shares.
  • Maintenance of our exemption from registration under the Investment Company Act may impose significant limits on our operations. Your investment return in our common stock may be reduced if we are required to register as an investment company under the Investment Company Act.
  • Rapid and steep declines in the values of our real estate-related investments may make it more difficult for us to maintain our qualification as a REIT or exemption from the Investment Company Act.
  • Our rights and the rights of our stockholders to take action against our directors and officers are limited.
  • Future joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on joint venture partners’ financial condition and liquidity and disputes between us and our joint venture partners.
  • Risks Related to Our Relationship with Our Manager and its Affiliates

Legal proceedings

We are not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may become involved in litigation or other legal proceedings relating to claims arising from the ordinary course of business. Furthermore, third-parties may try to seek to impose liability on us in connection with our loans. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

The opening of Item 3, Legal Proceedings.3

Sources

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