(Note: Strawberry Fields REIT, Inc. withdrew its plan for a NASDAQ uplisting of its stock in an SEC filing dated June 1, 2022; the S-11 (prospectus) was filed on March 28, 2022, with Cantor Fitzgerald in the role of financial advisor. The stock price of $9.23 is based on an internal valuation, performed in March 2022 by a third party, according to the prospectus.)

We are a self-managed and self-administered company that specializes in the acquisition, ownership and triple-net leasing of skilled nursing facilities and other post-acute healthcare properties. As of the date of this prospectus, our portfolio consisted of 79 healthcare properties with an aggregate of 10,426 licensed beds. We hold fee title to 78 of these properties and hold one property under a long-term lease. These properties are located across Arkansas, Illinois, Indiana, Kentucky, Michigan, Ohio, Oklahoma, Tennessee and Texas. Our 79 properties comprise 85 healthcare facilities, consisting of the following:

*74 stand-alone skilled nursing facilities,

*Four dual-purpose facilities used as both skilled nursing facilities and long-term acute care hospitals,

*Three assisted living facilities.

We generate substantially all of our revenues by leasing our properties to tenants under long-term leases on a triple-net basis, under which the tenant pays the cost of real estate taxes, insurance and other operating costs of the facility. Each healthcare facility located at our properties is managed by a qualified operator with an experienced management team.

We are entitled to monthly rent paid by the tenants, and we do not receive any income or bear any expenses from the operation of such facilities. As of the date of this prospectus, the aggregate annualized average base rent under the leases for our properties was approximately $82.8 million.

Since the Predecessor Company was formed, we have demonstrated consistent growth through acquisitions, having purchased 51 properties since January 2015, with an aggregate purchase price of approximately $385.9 million. Our aggregate annualized average base rent has grown at an approximate 21.4% CAGR from $25.9 million at December 31, 2015 to $82.8 million as of the date of this prospectus. During that period, we expanded our geographic footprint to nine states from six states.

Our management team has extensive experience in acquiring, owning, financing, operating and leasing skilled nursing facilities and other types of healthcare properties. The team is led by Moishe Gubin, our CEO and Chairman of our Board of Directors, and Nahman Eingal, our Chief Financial Officer. After the direct listing, they will be joined by Joshua Blisko, who will serve as our Senior Investment Officer. Combined, this team has over 50 years of experience investing in real estate and particularly in healthcare related real estate and operating companies. They have completed over 80 real estate related/healthcare related acquisitions totaling over $700 million in gross investment through various investment vehicles. Our management team also has extensive experience as operators of, and healthcare consultants to, skilled nursing facilities, having managed and operated over 60 skilled nursing facilities, including 41 of our current tenants. We believe our management team’s unique experience across both skilled nursing operations and real estate and its extensive knowledge of the skilled nursing industry position us favorably to take advantage of healthcare investment opportunities. Additionally, our deep and broad relationships with industry operators have allowed us to identify and acquire skilled nursing facilities to which many of our competitors do not have access.

 We intend to elect to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year ending December 31, 2022. We are organized in an UPREIT structure in which we own substantially all of our assets and conduct substantially all of our business through the Operating Partnership. We are the general partner of the Operating Partnership and as of the date of the prospectus own approximately 11.0% of the outstanding OP units.