Form 424B2 Sachem Capital Corp.


$51,875,000 in aggregate initial principal amount, issued on March 9, 2022, bearing interest at the rate of 6.00% per annum and maturing on March 30, 2027 (the “March 2027 Notes”) and which trade on the NYSE American under the symbol SCCE;


$51,750,000 in aggregate initial principal amount, issued on December 20, 2021, bearing interest at the rate of 6.00% per annum and maturing on December 30, 2026 (the “2026 Bonds”) and which trade on the NYSE American under the symbol SCCD;


Aggregate initial amount of $56,363,750, of which approximately $14.4 million was issued on September 4, 2020, $14.0 million was issued on October 23, 2020 and $28.0 million was issued on October 22 December 2020, bearing interest at 7.75% per annum and maturing in September. 30, 2025 (the “2025 Notes”) and which trade on the NYSE American under the symbol SCCC. The 2025 Bonds are redeemable in advance from September 4, 2022;


$34,500,000 in aggregate initial principal amount, issued on November 7, 2019, bearing interest at 6.875% per annum and maturing on December 30, 2024 (the “December 2024 Notes”) and which trade on the NYSE American under the symbol SACC; and


Initial aggregate amount of $23,663,000, issued on June 25, 2019, bearing interest at the rate of 7.125% per annum and maturing on June 30, 2024 (the “June 2024 Notes”) and which trade on the NYSE American under the symbol SCCB.

Each series of Existing Notes has been issued pursuant to the Indenture dated June 21, 2019 and any supplement thereto, which sets forth the form and terms, including default provisions and remedies, applicable to each series. The existing seven series of Notes are subject to (i) “cancellation”, meaning that by depositing with a trustee an amount of cash and/or government securities sufficient to pay all principal and interest, if any, on such Notes when due and fulfilling any additional conditions required under the Indenture, we shall be deemed to have been discharged from our obligations under such Notes and (ii) a “ratio asset cover” under which we cannot (x) pay dividends or make distributions exceeding 90% of our taxable income, (y) incur debt or (z) purchase shares of our capital stock, unless we have an “asset coverage ratio” of at least 150% after taking into account the payment of such dividend, the making of such distribution or the incurring of such debt. “Asset Coverage Ratio” means the ratio (expressed as a percentage) of the value of our total assets to the aggregate amount of their indebtedness.

Pursuant to the Indenture, we may, at our option, at any time and from time to time, on or after June 30, 2021, in the case of the June 2024 Notes, on November 7, 2021, in the case of the December 2024 Bonds, September 4, 2022, for the 2025 Bonds, December 20, 2023, for the 2026 Bonds, March 9, 2024, for the March 2027 Bonds, May 11, 2024, for the June 2027 Notes and August 23, 2024 , in the case of the September 2027 Notes, redeem such Notes, in whole or in part, at a redemption price equal to 100% of their unpaid principal amount, plus accrued and unpaid charges, interest up to the date fixed for the reimbursement, but excluding this one. From any redemption date, interest will cease to accrue on redeemed Notes.

Our secured debt includes the Churchill Generating Station, the Wells Fargo Loan and the NHB Mortgage (each described below).

On July 21, 2021, we consummated a $200 million facility (the “Churchill Facility”) with Churchill MRA Funding I LLC (“Churchill”). Under the Churchill Facility, we have the right, but not the obligation, to sell mortgage loans to Churchill, and Churchill has the right, but not the obligation, to purchase those loans. In addition, we have the right, and in some cases the obligation, to buy back those loans from Churchill. The amount Churchill will pay for each mortgage it purchases will vary depending on the characteristics of the loan and various other circumstances, but will generally not exceed 70% of the outstanding principal balance purchased. The redemption price is calculated by applying an interest factor, as defined, to the purchase price of the mortgage loan. We have also granted Churchill a first ranking security interest in the mortgages sold to Churchill to secure our repurchase obligation. The cost of capital under the Churchill facility is equal to the sum of (a) the greater of (i) 0.25% and (ii) the 30-day LIBOR plus (b) 3% to 4%, based on the total principal amount of the mortgages held by Churchill at the time. Our obligations under the Churchill plant are secured by a lien on the mortgages sold to