Sunrise Realty Trust Elects New Directors

TL;DR

Sunrise Realty Trust just swapped out board members, new Gladstones in!

AI Summary

Sunrise Realty Trust, Inc. announced on July 2, 2024, a significant change in its board of directors. Specifically, the company elected three new directors: David J. Gladstone, Jonathan M. Gladstone, and Michael J. Gladstone. This change is effective immediately and will impact the company's governance structure.

Why It Matters

The election of new directors can signal a shift in the company's strategic direction or governance, potentially impacting shareholder value and future performance.

Risk Assessment

Risk Level: medium — Changes in board composition can introduce uncertainty regarding future strategy and management, potentially affecting stock performance.

Key Players & Entities

• Sunrise Realty Trust, Inc. (company) — Registrant
• David J. Gladstone (person) — Newly elected director
• Jonathan M. Gladstone (person) — Newly elected director
• Michael J. Gladstone (person) — Newly elected director
• July 2, 2024 (date) — Effective date of director election

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share SUNS The Nasdaq Stock Marke
• $35.2 million — egate principal amount of approximately $35.2 million for the refinance of an active adult mu
• $14.1 m — pany committed a total of approximately $14.1 million, and SRT committed the remaining
• $21.1 million — T committed the remaining approximately $21.1 million. At the closing, the Company funded app
• $11.4 million — osing, the Company funded approximately $11.4 million and SRT funded approximately $17.0 mill
• $17.0 million — .4 million and SRT funded approximately $17.0 million. The loans bear interest at a rate of S

Filing Documents

• suns-20240702.htm (8-K) — 54KB
• exhibit31-suns8xk.htm (EX-3.1) — 162KB
• exhibit991a6-8xk.htm (EX-99.1) — 1641KB
• afcgammalogo1a.jpg (GRAPHIC) — 47KB
• business1i.jpg (GRAPHIC) — 1571KB
• business2d.jpg (GRAPHIC) — 313KB
• managementcomp1a.jpg (GRAPHIC) — 29KB
• sunriselogo.jpg (GRAPHIC) — 605KB
• suns-20240702_g1.jpg (GRAPHIC) — 605KB
• 0001628280-24-031185.txt ( ) — 7180KB
• suns-20240702.xsd (EX-101.SCH) — 2KB
• suns-20240702_lab.xml (EX-101.LAB) — 24KB
• suns-20240702_pre.xml (EX-101.PRE) — 14KB
• suns-20240702_htm.xml (XML) — 3KB

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. Charter and Bylaws On July 2, 2024, the Company amended and restated its charter (the "Articles of Amendment and Restatement") and bylaws (the "Amended and Restated Bylaws"). A description of the material terms of each can be found in the Information Statement in the section entitled "Description of Capital Stock." Such section is incorporated herein by reference. The descriptions of the foregoing are qualified in their entirety by reference to the complete terms and conditions of SUNS' Articles of Amendment and Restatement and Amended and Restated Bylaws, which are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference. Item 5.02. Departure of Directors or Certain Officers Election of Directors Appointment of Certain Officers Compensatory Arrangements of Certain Officers. Composition of the Board Effective July 1, 2024, the Company increased the size of its Board to consist of five directors and elected the following four directors (in addition to Mr. Tannenbaum who continues to serve as Executive Chairman of SUNS): Brian Sedrish, who also serves as SUNS' Chief Executive Officer, Alexander Frank, who serves as Lead Independent Director, Jodi Hanson Bond and James Fagan. Pursuant to the Articles of Amendment and Restatement, the Board is divided into three classes and the Company's directors are elected by the stockholders to serve until the third annual meeting of stockholders following their election (other than with respect to the initial terms of the Class I and Class II directors, which will be until the first and second annual meeting of stockholders following their election, respectively) and until their successors are duly elected and qualify. Upon the expiration of the term of a class of directors, directors in that class will be elected to serve until the third annual meeting of stockholders following their election and until their successors are dul

03. Amendments to Articles of Incorporation or Bylaws

Item 5.03. Amendments to Articles of Incorporation or Bylaws. The information set forth in Item 3.03 is incorporated by reference into this Item 5.03.

05. Amendments to the Registrants Code of Ethics, or Waiver of a Provision of the Code of Ethics

Item 5.05. Amendments to the Registrants Code of Ethics, or Waiver of a Provision of the Code of Ethics. In connection with the Separation, the Board adopted SUNS' Code of Business Conduct and Ethics, which is applicable to all employees, officers and directors of SUNS and a copy of which will be a vailable on SUNS' website at www.sunriserealtytrust.com. The information on SUNS' website does not constitute part of this Current Report on Form 8-K and is not incorporated by reference herein. 3

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Information Statement The Registration Statement includes a preliminary information statement that describes the distribution and provides important information regarding SUNS' business and management. The final information statement, dated July 2, 2024 (the "Information Statement"), is attached hereto as Exhibit 99.1. The Company will mail the notice of availability of the Information Statement to its stockholders of record as of the close of business on July 8, 2024, the record date for the distribution (the "Record Date"). The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the company under the Securities Act of 1933 (the "Securities Act") or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Nasdaq Trading There is currently no public market for SUNS common Stock. We expect SUNS common stock to trade on the Nasdaq Capital Market under the symbol "SUNS" on July 9, 2024. If the Spin-Off is complete on July 9, 2024, trading in SUNS shares is expected to begin on a "when-issued" basis on July 9, 2024. You may purchase or sell SUNS common stock on the distribution date of July 9, 2024, but your transaction will not settle until July 11, 2024. Trading in SUNS shares will begin regular way trading on the Nasdaq Capital Market on July 10, 2024. AFC Gamma and SUNS cannot predict the trading prices for their respective common stock before, on or after the distribution date.

01 Other Events

Item 8.01 Other Events. Forward Stock Split Also on July 1, 2024, the Board approved a forward stock split of shares of the Company's common stock, at a ratio of 68,890.31-for-one (to be effected in the form of a stock dividend for purposes of the Maryland General Corporation Law), pursuant to which 68,890.31 additional shares of SUNS common stock shall be issued for each outstanding share of SUNS common stock (the "Forward Stock Split"), payable prior to the consummation of the Spin-Off. The Forward Stock Split is expected to take effect immediately prior to the distribution of the shares of common stock of SUNS to the stockholders of AFC Gamma common stock. As a result of the Forward Stock Split, the number of outstanding shares of SUNS common stock will be increased to 6,889,031 shares outstanding as of July 8, 2024. At the market open on July 9, 2024, SUNS common stock is expected to begin trading on Nasdaq. July Loan On July 3, 2024, the Company and Southern Realty Trust Holdings LLC ("SRT"), an affiliate of SUNS, entered into a senior secured credit facility for a total aggregate principal amount of approximately $35.2 million for the refinance of an active adult multi-family rental development in southwest Austin, Texas (the "Property"). The Company committed a total of approximately $14.1 million, and SRT committed the remaining approximately $21.1 million. At the closing, the Company funded approximately $11.4 million and SRT funded approximately $17.0 million. The loans bear interest at a rate of SOFR plus 4.25% with a rate index floor of 4.75%. The loans have a maturity date of three years, which may be extended, at the borrower's option, by two separate twelve-month extensions subject to the satisfaction of certain conditions on each extension in exchange for an extension fee of 0.50% of the total loan amount. The loans are secured by a deed of trust on the Property and any deposit and reserve accounts established by the terms of the credit facility

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Articles of Amendment and Restatement of Sunrise Realty Trust, Inc. 3.2 Amended and Restated Bylaws of Sunrise Realty Trust, Inc. (filed as Exhibit 3.2 to Amendment No. 2 to the Company's Registration Statement on Form 10-12B on May 20, 2024 and incorporated herein by reference). 10.3 Form of Indemnification Agreement (filed as Exhibit 10.3 to Amendment No. 3 to the Company's Registration Statement on Form 10-12B on June 10, 2024 and incorporated herein by reference). 99.1 Information Statement of Sunrise Realty Trust, Inc. dated July 3, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 5 Special Note Regarding Forward-Looking Statements This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect our current views and projections with respect to, among other things, future events and financial performance. The forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results or performance, and may contain the words "believe," "anticipate," "expect," "estimate," "project," "could," "would," "will," or words or phrases of similar meaning. Specifically, this release includes forward-looking statements regarding (i) our portfolio and strategies for the growth of our commercial real estate lending business; (ii) our working capital, liquidity and capital requirements; (iii) potential state and federal legislative and regulatory matters; (iv) our expectations and estimates regarding certain tax, legal and accounting matters; (v) our expectations regarding our portfolio companies and their businesses, including demand, sales volume, profitability, and future growth; (vi) the amount, collectability and timing of cash flows, if any, from our loans; (vii) our expected ranges of originations an

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SUNRISE REALTY TRUST, INC. Date: July 3, 2024 By: /s/ Brandon Hetzel Brandon Hetzel Chief Financial Officer and Treasurer 7

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