Other Report or Announcement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) February 7, 2025 (December 19, 2024)

Strawberry Fields REIT, Inc.

(Exact name of registrant as specified in its charter)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

• Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
• Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
• Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities Registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1933 (§240.12b-2 of this chapter)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

This Amendment on Form 8-K/A (this "Amendment") is being filed to amend the Current Report on Form 8-K (the "Initial Form 8-K") filed by Strawberry Fields REIT, Inc. (the "Company") with the Securities and Exchange Commission on December 20, 2024. As previously reported in the Initial Form 8-K, on December 19, 2024, the Company completed its acquisition of 8 healthcare facilities located in Missouri. In the Initial Form 8-K, the Company stated its intention to file the financial statements and pro forma financial information required by parts (a) and (b) of Item 9.01 of Form 8-K not later than seventy-one (71) calendar days after the date that the Initial Form 8-K was required to be filed with the Securities and Exchange Commission. Pursuant to the instructions to Item 9.01 of Form 8-K, the Company hereby files this Amendment to amend the Initial Form 8-K in order to include the required financial statements and pro forma financial information that were previously omitted.

Item 9.01 Financial Statements and Exhibits.

1. Financial Statements of Business Acquired.

Missouri Properties Group Combined Statements of Revenues and Certain Expenses for the Year ended December 31, 2023 and the Nine Months Period ended September 30, 2024.

1. Missouri Properties Group Combined Statements of Revenues and Certain Expenses for the Year ended December 31, 2023 and the Nine Month Period ended September 30, 2024
2. Unaudited Pro Forma Condensed Combined Financial Information

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Exhibit 99.1

Missouri Properties Group Combined Statements of Revenues and Certain Expenses for the Two Month Period ended December 31, 2023 and the Nine Month Period ended September 30, 2024

Report of Independent Auditor

To Missouri Portfolio Group:

We have audited the combined statements of revenues and certain expenses (the "Statements") of the Missouri Portfolio Group for the year ending December 31, 2023 and for the nine months period ended September 30, 2024, and the related notes to the combined financial statements.

In our opinion, the accompanying combined financial statements present fairly, in all material respects, the combined statement of revenues and certain expenses of Missouri Portfolio Group for the year ending December 31, 2023 and for the nine months period ended September 30, 2024, and the related notes to the combined financial statements in accordance with the basis of accounting described in Note 2.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Combined Financial Statements section of our report. We are required to be independent of the Missouri Portfolio Group and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Emphasis of Matter - Basis of Accounting

As discussed in notes to the combined financial statements, the accompanying combined financial statements were prepared for the purpose of complying with certain rules and regulations of the Securities and Exchange Commission for inclusion in the registration statement of Strawberry Fields REIT, Inc., as described in Note 2 and are not intended to be a complete presentation of the Missouri Portfolio Group's combined revenue and expenses.

Responsibilities of Management for the Combined Financial Statements

Management is responsible for the preparation and fair presentation of the combined financial statements in accordance with the basis of accounting described in Note 2, and for determining that the basis of accounting is an acceptable basis for the preparation of the combined financial statements in the circumstances. Management is also responsible for the design, implementation, and maintenance of internal controls relevant to the preparation and fair presentation of the combined financial statements that are free from material misstatement, whether due to fraud or error.

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Missouri Portfolio Group

Page Two

Auditor's Responsibilities for the Audit of the Combined Financial Statements

Our objectives are to obtain reasonable assurance about whether the combined financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of certain internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the combined financial statements.

In performing an audit in accordance with GAAS, we:

• Exercise professional judgment and maintain professional skepticism throughout the audit.
• Identify and assess the risks of material misstatement of the combined financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements.
• Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Missouri Portfolio Group's internal controls. Accordingly, no such opinion is expressed.
• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the combined financial statements.
• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Missouri Portfolio Group's ability to continue as a going concefor a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

/s/ Hacker, Johnson & Smith PA

HACKER, JOHNSON & SMITH PA

Tampa, Florida

December 19, 2024

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MISSOURI PORTFOLIO GROUP

COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES

YEAR ENDED DECEMBER 31, 2023 AND NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2024

(Dollars in Thousands)

See accompanying notes to combined statements of revenue and certain expenses.

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MISSOURI PORTFOLIO GROUP

NOTES TO COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES

YEAR ENDED DECEMBER 31, 2023 AND NINE MONTHS PERIOD ENDED SEPTEMBER 30, 2024

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Missouri Portfolio Group (the "Portfolio Group"), which is not a legal entity, but rather a combination of certain real estate entities and operations as described below, is engaged in the business of owning and leasing certain healthcare facilities located in the State of Missouri. The accompanying combined statements of revenue and certain expenses (the "Statements") relate to the operations of the Properties Group, consisting of leasing 8 skilled nursing facilities with 1,111 licensed beds (the "Facilities") located in Missouri. The Facilities are owned by GAHC4 Kansas City MO SNF, LLC, GAHC4 Salisbury MO SNF, LLC, GAHC4 Florissant MO SNF, LLC, GAHC4 Sedalia MO SNF, LLC, GAHC4 Milan MO SNF, LLC, GAHC4 Trenton MO SNF, LLC, GAHC4 Moberly MO SNF, LLC, GAHC4 St. Elizabeth MO SNF, LLC (collectively, the "Sellers"), all of which are affiliates of the GAHC4 Missouri SNF Portfolio, LLC.

On October 8, 2024, the Sellers and Strawberry Fields REIT Inc. (the "Purchaser") entered into a Purchase and Sale Agreement (the "Purchase Agreement"), pursuant to with the Purchaser agreed to purchase the Facilities. The Purchaser will assign the right to acquire the Facilities to newly organized indirect subsidiaries of the Strawberry Fields Realty, LP, the Purchaser's operating partnership. The purchase price for the Facilities is $87.5 million, payable at the closing. The Purchaser completed the acquisition on December 19, 2024.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying combined statements of revenue and certain expenses have been prepared for the purpose of complying with Rule 3-14 of Regulation S-X promulgated under the Securities Act of 1933, as amended. Accordingly, the statements are not representative of the actual results of operations for the periods presented as revenues and certain expenses, which may not be directly attributable to the revenue and expenses to be incurred in the future operations of the Portfolio Group, have been excluded. Such excluded items include depreciation and amortization, interest expense, related party fees, management fees, non-recurring professional fees, and other miscellaneous revenue and expenses not directly related to the proposed future operations of the Portfolio Group.

Revenue Recognition

Rental and escalation income from operating real estate is derived from the leasing of healthcare facilities to tenants/operators. The leases are for fixed terms and provide for annual rentals and expense reimbursements to be paid in monthly installments. Rental revenues relating to non-contingent leases that contain specified rental increases over the life of the lease are recognized on the straight-line basis. Recognizing income on a straight-line basis requires the Facilities to calculate the total non-contingent rent

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MISSOURI PORTFOLIO GROUP

NOTES TO COMBINED STATEMENTS OF REVENUES AND CERTAIN EXPENSES, CONTINUED

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Cont.)

Revenue Recognition(Cont.)

containing specified rental increases over the life of the lease and to recognize the revenue evenly over that life. This method results in rental income in the early years of a lease being higher than actual cash received. At some point during the lease, depending on its terms, the cash rent payments eventually exceed the straight-line rent which results in the straight-line rent receivable asset decreasing to zero over the remainder of the lease term. The Portfolio Group assesses the collectability of straight-line rent in accordance with the applicable accounting standards and reserve policy. If the lessee becomes delinquent in rent owed under the terms of the lease, the Portfolio Group may provide a reserve against the recognized straight-line rent receivable asset for a portion, up to its full value, that the Portfolio Group estimates may not be recoverable.

Use of Estimates

The preparation of the Statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that could affect the amounts of reported revenues and certain operating expenses. Actual results could differ from those estimates.

Commitments and Contingencies

The Portfolio Group may be subject to legal claims and disputes in the ordinary course of business. Management believes any settlement of any existing potential claims and dispute would not have a material impact on the Portfolio Groups revenues and certain expenses.

NOTE 3. MINIMUM FUTURE LEASE RENTALS

There is a master lease agreement with the tenant to lease the Facilities. As of September 30, 2024, the minimum future cash rents receivable under noncancelable operating leases in each of the next five years and thereafter are as follows (dollars in thousands):

NOTE 4. TENANT CONCENTRATIONS

For the year ended December 31, 2023 and the nine months period ended September 30, 2024, no single tenant accounted for a significant amount of rental revenue.

NOTE 5. SUBSEQUENT EVENTS

Management has evaluated the events and transactions that have occurred through December 19, 2024, the date which the Statements were available to be issued, and noted no items requiring adjustment of the Statements or additional disclosure.

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Exhibit 99.2

Unaudited Pro Forma Condensed Combined Financial Information

On October 8, 2024, the Company entered into a Purchase and Sale Agreement (the "Purchase Agreement"), with GAHC4 Kansas City MO SNF, LLC, GAHC4 Salisbury MO SNF, LLC, GAHC4 Florissant MO SNF, LLC, GAHC4 Sedalia MO SNF, LLC, GAHC4 Milan MO SNF, LLC, GAHC4 Trenton MO SNF, LLC, GAHC4 Moberly MO SNF, LLC, GAHC4 St. Elizabeth MO SNF, LLC, (collectively, the "Sellers") with respect to the purchase of eight healthcare Facilities located in Missouri (the "Facilities"). The Sellers are not affiliates of the Company. The Company assigned the right to acquire the Facilities to newly organized indirect subsidiaries of the Strawberry Fields Realty, LP, the Company's operating partnership. The Company closed on the acquisition of the Facilities on December 19, 2024.

The purchase price for the Facilities was $87,500,000. The Company made a deposit of $2,500,000 under the Purchase Agreement, which was applied to pay a portion of the purchase price at the closing. The Company paid the balance of the purchase price utilizing funds provided by a third-party lender and the Company's working capital.

The Facilities are currently leased under an initial 15-year master lease agreement to a group of third party tenants; the lease is currently in its sixth year. Under the master lease, (i) the tenants are currently on a triple net basis (ii) the tenants have 2 ten-year options to extend the lease. The material terms of the master lease will not be modified as a result of the purchase of the Facilities. The tenants operate the Facilities as skilled nursing facilities.

The eight Facilities are comprised of 1,111 licensed beds.

The unaudited pro forma condensed combined balance sheet as of September 30, 2024 is presented as if the acquisition was completed on September 30, 2024. The unaudited pro forma condensed combined statement of income for the year ended December 31, 2023, and for the nine months ended September 30, 2024 are presented as if the acquisition was completed on January 1, 2023.

The following unaudited pro forma condensed combined financial information has been prepared to comply with Article 11 of Regulation S-X, as promulgated by the SEC. The unaudited pro forma condensed combined financial information should be read in conjunction with the consolidated financial statements of the Company and notes thereto presented elsewhere in this prospectus for the nine months ended September 30, 2024, and for the year ended December 31, 2023 and the combined statement of revenues and certain expenses for the year ending December 31, 2023 and for the nine months period ended September 30, 2024 of the Missouri Portfolio Group. The unaudited pro forma condensed combined balance sheet and condensed combined statement of income are not necessarily indicative of what the actual financial position and operating results would have been had the acquisition had occurred on the dates indicated nor are they indicative of future operating results of the Company.

F-1

Unaudited Pro Forma Condensed Combined Balance Sheet

AS OF SEPTEMBER 30, 2024

(In thousands)

See accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information

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