Chicago Atlantic Real Estate Finance, Inc. (REFI) entered into a Loan Agreement with Koach Capital, issuing approximately 4.3 million shares of common stock in a private placement in exchange for second lien promissory notes with an aggregate principal amount of approximately $62.5 million. The shares issued represent approximately 16.8% of the company's outstanding common stock post-transaction.
Key Details
- Transaction: On July 9, 2026, REFI issued 4,306,754 common shares at a price of $14.53 per share for a total value of approximately $62.5 million.
- Consideration Received: In exchange, REFI acquired second lien promissory notes from Koach Capital ("Koach Notes") with a matching principal amount of ~$62.5 million.
- Note Terms: The Koach Notes bear a 12.0% annual interest rate (10.0% cash, 2.0% payable-in-kind), have a weighted average maturity of ~12.0 years, and are secured by mortgages on 32 retail properties leased to cannabis operators.
- Lock-Up Agreement: Shares issued to Koach investors are subject to a lock-up period, with 20% restricted for three months and the remaining 80% for six months following the closing.
- Merger Impact: The stock issuance is permitted under the previously announced merger agreement with Chicago Atlantic BDC, Inc. (LIEN) and will be factored into the merger's exchange ratio calculation.