true FY 0001782430

 0001782430

 2023-01-01
 2023-12-31

 0001782430

 2023-06-30

 0001782430

 2024-05-08

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 (Mark
One)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 or

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from __________ to __________

 Commission
File No. 001-41628

 STRAWBERRY
FIELDS REIT, INC.

 (Exact
name of registrant as specified in its charter)

 Maryland

 84-2336054

 (State
 or other jurisdiction

 of
 incorporation or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 6101
Nimtz Parkway, South Bend, IN 46628

 (Address
of principal executive offices) (Zip Code)

 Registrant's
telephone number, including area code: (574) 807-0800

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
stock

 Par value $0.0001 per share

 STRW

 NYSE
 American LLC

 Securities
registered pursuant to Section 12(g) of the Act:

 None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

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.

 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 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act.) Yes No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's
most recently completed second fiscal quarter: $ 38,040,290.

 As
of May 8, 2024, there were 6,440,509 shares of the registrant's common stock outstanding.

 Audit Firm ID

 Auditor Name:

 Auditor Location:

 HACKER, JOHNSON & SMITH PA

 Tampa, Florida

 EXPLANATORY
NOTE

 Strawberry
Fields REIT, Inc. (the "Company") is amending its Annual Report on Form 10-K to add Management's Annual Report on Internal
Control Over Financial Reporting to Part II, Item 9A.

 Current
certifications of the Company's principal executive officer and principal financial officer are filed herewith pursuant to Rule
13a-14(a) or 15d-14(a) of the Exchange Act. Additionally, because this Amendment does not include financial statements, the Company is
not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 ITEM
9A. Controls and Procedures

 Our
management, under the supervision and with the participation of our principal executive and financial officer, is responsible for and
has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in
our filings under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's
rules and forms, including ensuring that such information is accumulated and communicated to our company's management, as appropriate,
to allow timely decisions regarding required disclosure.

 Management's
Annual Report on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting. In May 2013, the Internal
Control – Integrated Framework (the "2013 Framework") was released by the Committee of Sponsoring Organizations of
the Treadway Commission ("COSO"). The 2013 Framework updates and formalizes the principles embedded in the original Internal
Control-Integrated Framework issued in 1992 (the "1992 Framework"), incorporates business and operating environment changes
and improves the original 1992 Framework's ease of use and application.

 Our
management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2023. In conducting
this assessment, it used the criteria set forth by COSO in the 2013 Framework. Based on management's assessment and those criteria,
management believes that the Company has maintained effective internal control over financial reporting as of December 31, 2023.

 Limitations
on Controls

 Our
system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation
of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control
systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide
only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

 Changes
in Internal Control over Financial Reporting

 There
was no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 PART
IV

 ITEM
15. Exhibit and Financial Statement Schedules

 Exhibit

 Description

 *31.1

 Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 *31.2

 Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 **32.1

 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *
Filed herewith.

 **
Furnished herewith.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 STRAWBERRY FIELDS REIT, INC.

 By:

 /s/
 Moishe Gubin

 Moishe Gubin

 Chairman and Chief Executive
 Officer

 Dated: May 8, 2024