As filed with the Securities and Exchange Commission on January 27, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
Sunrise Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
525 Okeechobee Blvd., Suite 1650
West Palm Beach, FL 33401
(561) 530-3315
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Brian Sedrish
Sunrise Realty Trust, Inc.
525 Okeechobee Blvd., Suite 1650
West Palm Beach, FL 33401
(561) 530-3315
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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C. Brophy Christensen, Esq. Jeeho M. Lee, Esq. O’Melveny & Myers LLP 1301 Avenue of the Americas New York, New York 10019 (212) 326-2000 | Joseph A. Herz, Esq. Brian N. Wheaton, Esq. Greenberg Traurig, LLP One Vanderbilt Avenue New York, New York 10017 (212) 801-9200 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-284367
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | 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 7(a)(2)(B) of the Securities Act. ☐
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
Sunrise Realty Trust, Inc., a Maryland corporation (the “Registrant”), is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the registration of additional shares of common stock, $0.01 par value per share (the “Common Stock”), of the Registrant. This Registration Statement relates to the Registrant’s Registration Statement on Form S-11 (File No. 333-284367) (the “Prior Registration Statement”), initially filed by the Registrant on January 21, 2025 and declared effective by the Commission on January 27, 2025. The contents of the Prior Registration Statement, including all amendments and exhibits thereto, are incorporated by reference into this Registration Statement.
This Registration Statement is being filed solely for the purpose of increasing the number of shares to be offered in the public offering by 287,500 shares of Common Stock, which includes 37,500 shares of Common Stock that may be sold pursuant to the underwriters’ option to purchase additional shares. The shares of Common Stock that are being registered for sale hereby are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the filing fee table filed as Exhibit 107 to the Prior Registration Statement.
The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.
PART II
Information Not Required in Prospectus
Item 36. Exhibits
The following documents are filed as exhibits to this Registration Statement, and all other exhibits previously filed as exhibits to the Registrant’s Registration Statement on Form S-11 (File No. 333-284367) are incorporated by reference into, and shall be deemed to be a part of, this filing.
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| Exhibit No. | | Description of Exhibits |
| 5.1 | | |
| 8.1 | | |
| 23.1 | | |
| 23.2 | | |
| 23.3 | | |
| 24.1* | | |
| 107 | | |
___________________________
*Previously filed on the signature page to the Registrant’s Registration Statement on Form S-11 (File No. 333-284367) filed with the Securities and Exchange Commission on January 21, 2025 and incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Palm Beach, State of Florida, on January 27, 2025.
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| SUNRISE REALTY TRUST, INC. |
| | |
| | |
| By: | /s/ Brian Sedrish |
| | Name: Brian Sedrish |
| | Title: Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-11 has been signed by the following persons in the capacities and on the dates indicated.
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| Signature | | Title | | Date |
| | | | |
| /s/ Brian Sedrish | | Chief Executive Officer and Director | | January 27, 2025 |
| Brian Sedrish | | (Principal Executive Officer) | | |
| | | | |
| /s/ Brandon Hetzel | | Chief Financial Officer and Treasurer | | January 27, 2025 |
| Brandon Hetzel | | (Principal Financial Officer and Principal Accounting Officer) | | |
| | | | |
| * | | Executive Chairman, Director | | January 27, 2025 |
| Leonard M. Tannenbaum | | | | |
| | | | |
| * | | Director | | January 27, 2025 |
| Alexander Frank | | | | |
| | | | |
| * | | Director | | January 27, 2025 |
| Jodi Hanson Bond | | | | |
| | | | |
| * | | Director | | January 27, 2025 |
| James Fagan | | | | |
| |
| | | | | | | | |
| | |
| *By: | | /s/ Brandon Hetzel |
| | Brandon Hetzel |
| | Attorney-in-Fact |
Calculation of Filing Fee Table
Form S-11
(Form Type)
Sunrise Realty Trust, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
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| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Maximum Aggregate Offering Price(1)(2) | Fee Rate | Amount of Registration Fee(3) |
Newly Registered Securities |
Fees to Be Paid | Equity | Common Stock, $0.01 par value per share | 457(o) | 287,500 | $12.00 | $3,450,000 | 0.00015310 | $528.20 |
Fees Previously Paid | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
Carry Forward Securities |
Carry Forward Securities | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Total Offering Amounts | | $3,450,000 | | $528.20 |
| Total Fees Previously Paid | | | | - |
| Total Fee Offsets | | | | - |
| Net Fee Due | | | | $528.20 |
(1)Represents only the additional number of shares being registered pursuant to this registration statement and includes 37,500 additional shares that the underwriters have the option to purchase. Does not include the 6,325,000 shares of common stock that were previously registered on the Registration Statement on Form S-11 (File No. 333-284367).
(2)Based on public offering price.
(3)The registration fee is calculated in accordance with Rule 457(a) under the Securities Act. The Registrant previously registered 6,325,000 shares of its common stock with an aggregate offering price of $86,273,000 on the Registrant’s Registration Statement, which became effective January 27, 2025, for which a filing fee of $13,208.40 was paid. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a maximum aggregate offering price of $3,450,000 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares.
January 27, 2025
Sunrise Realty Trust, Inc.
525 Okeechobee Blvd., Suite 1650
West Palm Beach, Florida 33401
| | | | | |
| Re: | Rule 462(b) Registration Statement Relating to Registration |
| Statement on Form S-11 (File No. 333-284367) |
Ladies and Gentlemen:
We have served as Maryland counsel to Sunrise Realty Trust, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the registration by the Company of up to an additional 287,500 shares (the “Shares”) of the common stock, $0.01 par value per share, of the Company, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), to be filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), on or about the date hereof.
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement, in the form in which it was transmitted to the Commission under the 1933 Act;
2. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3. The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
5. Resolutions (the “Resolutions”) adopted by the Board of Directors of the Company (the “Board”) relating to, among other matters, the authorization of the sale, issuance and registration of the Shares, certified as of the date hereof by an officer of the Company;
6. A certificate executed by an officer of the Company, dated as of the date hereof; and
Sunrise Realty Trust, Inc.
January 27, 2025
Page 2
7. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. Prior to the issuance of the Shares, the Board, or a duly authorized committee thereof, will determine the number, and certain terms of issuance, of the Shares in accordance with the Resolutions (the “Corporate Proceedings”).
6. The Shares will not be issued or transferred in violation of the restrictions on transfer and ownership contained in Article VII of the Charter.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Shares has been duly authorized and, when issued and delivered by the Company in accordance with the Registration Statement, the Resolutions and
Sunrise Realty Trust, Inc.
January 27, 2025
Page 3
the Corporate Proceedings against payment of the consideration set forth therein, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, federal or state laws regarding fraudulent transfers or the laws, codes or regulations of any municipality or other jurisdiction. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
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| Very truly yours, |
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| /s/ Venable LLP |
Exhibit 8.1
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|
O’Melveny & Myers LLP
1301 Avenue of the Americas Suite 1700
New York, NY 10019-6022 | T: +1 212 326 2000
F: +1 212-326-2061
omm.com |
January 27, 2025
To the Persons Identified
On Exhibit A Hereto
Re: Registration Statement on Form S-11
Ladies and Gentlemen:
We have acted as special tax counsel to Sunrise Realty Trust, Inc., a Maryland corporation (the “Company”), in connection with its filing on the date hereof with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-11 (as amended, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”).
You have requested our opinion concerning certain federal income tax considerations in connection with the issuance and sale of up to an additional 287,500 shares of common stock, $.01 par value per share (the “Common Stock”), of the Company, including with respect to its election to be taxed as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”).
The opinion set forth in this letter is based on relevant provisions of the Code, Treasury Regulations thereunder (including proposed and temporary Treasury Regulations), and interpretations of the foregoing as expressed in court decisions, administrative determinations, and the legislative history as of the date hereof. These provisions and interpretations are subject to change, which may or may not be retroactive in effect, that might result in modifications of our opinion.
In rendering our opinion, we examined such records, certificates, documents and other materials as we considered necessary or appropriate as a basis for such opinion, including the following: (1) the registration statement on Form S-11 (as amended, the “Registration Statement”), (2) the corporate charter of the Company (3) the organizational documents of Sunrise Manager, LLC (the “Manager”), (4) the Sunrise Realty Trust, Inc. Stock Incentive Plan, and (5) such other documents and information provided to us as we deemed relevant to our opinion.
In addition, we have been provided with a certificate, dated January 21, 2025 (the “Officer’s Certificate”), executed by a duly appointed officer of the Company, setting forth certain representations relating to the formation and operation of the Company and the Manager in the form previously provided to your counsel.
For purposes of our opinion, we have not made an independent investigation of the facts set forth in the documents provided by the Company, including the Officer’s Certificate. We have consequently assumed, with your permission, that the information presented in such documents, or otherwise furnished to us, accurately and completely describes all material facts relevant to our opinion. No facts have come to our attention, however, that would cause us to question the accuracy and completeness of such facts, documents, or assumptions in a material way. We have also relied upon the opinion of Venable LLP, Baltimore, Maryland, dated January 27, 2025 with respect to Maryland law.
We have assumed for the purposes of this opinion that (i) the Company is validly organized and duly incorporated under the laws of the State of Maryland, (ii) the Manager is duly organized and a validly existing limited liability company under the laws of the State of Delaware, (iii) the transactions described in or contemplated by any of the aforementioned documents have been or will be consummated in accordance with the operative documents, (iv) the operative documents are enforceable in accordance with their terms, (v) the Company has been and will continue to be organized and operated in the manner described in the Officer’s Certificate and the Registration Statement and the other relevant documents referred to above and (vi) the representations in the Officer’s Certificate are and will remain true, correct and complete and that all representations made “to the best of the knowledge and belief” of any person(s) or party(ies) or with similar qualification or that are qualified as to materiality are and will
be true, correct and complete as if made without such qualification. Any material change that is made after the date hereof in any of the foregoing bases for our opinion could affect our conclusions.
Based on the foregoing, we are of the opinion that:
1. Commencing with the Company’s taxable year ended December 31, 2024, the Company has been organized and operated in a manner that will enable it to meet the requirements for qualification and taxation as a REIT, and its organization and current and proposed method of operation will enable it to meet the requirements for qualification and taxation as a REIT for its taxable year ending December 31, 2025 and each taxable year thereafter.
2. The statements set forth in the Registration Statement under the caption “U.S. Federal Income Tax Considerations,” insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate and complete in all material respects.
However, such sections of the Registration Statement are not exhaustive and do not purport to discuss any state or local tax considerations or all possible federal income tax considerations of the purchase, ownership and disposition of the Common Stock. In addition, the Company’s qualification and taxation as a REIT depend upon the Company’s ability to meet on a continuing basis, through actual annual operating and other results, the various requirements under the Code with regard to, among other things, the sources of its gross income, the composition of its assets, the level of its distributions to stockholders, and the diversity of its stock ownership. O’Melveny & Myers LLP will not review the Company’s compliance with these requirements on a continuing basis. Accordingly, no assurance can be given that the actual results of the operations of the Company and its subsidiaries, the sources of their income, the nature of their assets, the level of the Company’s distributions to stockholders and the diversity of its stock ownership for any given taxable year will satisfy the requirements under the Code for qualification and taxation as a REIT. We are opining herein
only with respect to the federal income tax laws of the United States, and we express no opinion with respect to the applicability thereto, or the effect thereon, of other federal laws or the laws of any state or other jurisdiction, or as to any matters of municipal law or the laws of any other local agencies within any state.
Other than as expressly stated above, we express no opinion on any issue relating to the Company or to any investment therein. Furthermore, we assume no obligation to advise you of any changes in the foregoing subsequent to the date of this letter, and we are not undertaking to update this letter after the date hereof.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Registration Statement under the headings “U.S. Federal Income Tax Considerations” and “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Respectfully submitted,
/s/ O’Melveny & Myers LLP
EXHIBIT A
Sunrise Realty Trust, Inc.
525 Okeechobee Blvd., Suite 1650
West Palm Beach, FL 33401
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-11 of our report dated February 21, 2024, with respect to the financial statements of Sunrise Realty Trust, Inc. as of December 31, 2023, and for the period from August 28, 2023 (date of formation) through December 31, 2023 included in the Registration Statement on Form S-11 (File No. 333-284367) and the related Prospectus of Sunrise Realty Trust, Inc. for the registration of its common stock.
We also consent to the reference to our firm under the caption “Experts”.
/s/CohnReznick LLP
Baltimore, Maryland
January 27, 2025
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