UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to ~~Section~~section 13 or 15(d) of the ~~Securities Exchange Act of 1934~~

~~Date~~Securities Exchange ofAct ~~Report (Date~~ of ~~earliest event reported): March 12, 2025~~1934

Date of Report (Date of Earliest Event Reported): March 17, 2025

Chicago Atlantic Real Estate Finance, Inc.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its Charter~~its charter)

Maryland	001-41123	86-3125132
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

1680 Michigan Avenue Suite 700 Miami Beach, Florida		33139
(Address of Principal Executive Offices)		(Zip Code)

1680 Michigan Avenue, Suite 700, Miami Beach, FL 33139

~~Registrant’s~~(Address of ~~Telephone~~principal ~~Number,~~executive ~~Including~~offices) ~~Area~~(zip ~~Code: 312 809-7002~~code)

~~(Former~~Registrant’s telephone ~~Name or Former Address~~number, ifincluding ~~Changed~~area ~~Since Last~~code ~~Report~~(312) 809-7002

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 $0.01 per share	REFI	Nasdaq Global Market
Common stock, par value $0.01 per share	REFI	The Nasdaq Global Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition.~~Agreement

On March 1217, 2025, Chicago Atlantic Real ~~Estate~~ Estate Finance, Inc. (the “Company”) ~~issued~~entered ainto ~~press~~new ~~release~~separate ~~announcing~~at-the-market ~~its~~sales ~~financial~~agreements ~~results~~(each ~~for~~a “New Sales Agreement” and together, the ~~fourth~~“New ~~quarter~~Sales ~~and~~Agreements”) ~~year~~with ~~ended December~~BTIG, 31LLC, ~~2024~~A.G.P./Alliance ~~The~~Global ~~text~~Partners ofLLC, ~~the~~ATB Capital ~~press~~Markets ~~release~~USA isInc. ~~included~~and asOppenheimer ~~Exhibit~~& 99Co.1 toInc., ~~this~~(each ~~Form~~a ~~8-K~~“Sales Agent” and istogether, ~~incorporated~~the ~~herein~~“Sales Agents”) in order to reflect changes to the ongoing at-the-market offering conducted by ~~reference~~the Sales Agents.

~~The~~Pursuant ~~information~~to ~~set~~the ~~forth~~New ~~under~~Sales ~~this~~Agreements, ~~Item~~the ~~2.02,~~aggregate ~~including~~offering ~~Exhibit~~size ~~99.1,~~of isthe ~~being~~at-the-market ~~furnished~~offering ~~and~~is ~~shall~~increased ~~not~~from be$75 ~~deemed~~million ~~“filed”~~to ~~for~~$100 ~~purposes~~million. ofIn ~~Section~~addition, 18the ofcommission ~~the~~paid ~~Securities~~to ~~Exchange~~Sales Agents ~~Act~~has ofbeen ~~1934,~~reduced asfrom ~~amended,~~a ormaximum ~~otherwise~~of ~~subject~~3.0% to 2.0% of the ~~liabilities~~gross sales price of ~~that~~any ~~section.~~Shares ~~The~~sold ~~information~~through ~~set~~the ~~forth~~Sales Agents under ~~this~~the ~~Item~~New 2Sales Agreements.02 The New Sales Agreements contain customary representations, ~~including Exhibit~~warranties ~~99.1~~and agreements of the Company, ~~shall~~indemnification ~~not~~rights and beobligations ~~incorporated~~of bythe ~~reference~~parties, ~~into~~and ~~any~~termination ~~registration~~provisions, ~~statement~~all orof ~~other~~which ~~document~~are ~~pursuant~~identical to the ~~Securities~~sales ~~Act of~~agreements ~~1933,~~entered asinto ~~amended,~~in ~~unless~~connection with itthe iscommencement ~~specifically~~of ~~incorporated~~the byat-the-market ~~reference~~offering ~~therein~~in June 2023.

~~Item~~Sales 7of the Shares, if any, will be made under the prospectus supplement, dated March 17, 2025 (“Prospectus Supplement No.01 ~~Regulation~~2”), FDthe ~~Disclosure~~prospectus supplement, dated June 20, 2023 (“Prospectus Supplement No.1” and together with Prospectus Supplement No. 2, the “Prospectus Supplement”), and the accompanying prospectus, dated January 19, 2023 (together with the Prospectus Supplement, including any documents incorporated or deemed to be incorporated by reference therein, the “Prospectus”) by any method that is deemed to be part of an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, sales made directly on the Nasdaq Global Market, on any other existing trading market for our common stock, in block trades or to or through a market maker or through an electronic communications network.

OnFurther ~~March~~details ~~12,~~regarding ~~2025,~~ the ~~Company~~New ~~disseminated~~Sales ~~a presentation~~Agreements toand ~~be used in connection with its conference call to discuss its financial results for~~ the ~~fourth quarter ended December 31, 2024, which will be held on Wednesday, March 12, 2025~~ “at ~~9:00 a.m. (eastern time). A copy of~~ -the-market” ~~presentation~~offering ~~has~~are ~~been~~set ~~posted~~forth toin the ~~Company’s Investor~~Prospectus ~~Relations page of its website and is included herewith as Exhibit 99~~Supplement.~~2, and by this reference incorporated herein.~~

The ~~information~~Shares, ~~disclosed~~if ~~under this Item 7.01~~any, ~~including~~ ~~Exhibit~~will ~~99.2~~be ~~hereto~~offered, isissued ~~being furnished~~ and sold ~~shall~~pursuant ~~not~~to ~~be deemed “filed” for purposes of Section 18 of~~ the ~~Securities Exchange~~Company’s ~~Act~~shelf ofregistration ~~1934,~~statement ason ~~amended,~~Form orS-3 ~~otherwise~~(File ~~subject~~No. to333-268920) and the ~~liabilities of that section~~Prospectus. The ~~information~~Company ~~provided~~intends to ~~herein~~use ~~shall~~the ~~not~~net ~~be deemed~~proceeds ~~incorporated~~from bythis ~~reference~~“at-the-market” ~~into~~offering ~~any~~to ~~filing~~fund ~~made under~~ the ~~Securities~~Company’s ~~Act~~loan ~~of 1933~~pipeline, aspay ~~amended,~~down ~~except~~borrowings on asthe ~~expressly~~Company’s ~~set~~revolving ~~forth~~credit byfacility ~~specific reference~~and infor ~~such~~general ~~filing~~corporate purposes.

~~Item~~The ~~9.01~~foregoing ~~Financial~~description ~~Statements~~of the New Sales Agreements is not complete and ~~Exhibits~~is qualified in its entirety by reference to the full text of the Form of Sales Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.

d)A ~~Exhibits~~copy of the opinion of Venable LLP relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.

Exhibit Number		Description
99.1		Press release dated March 12, 2025.
99.2		Fourth Quarter and Year Ended 2024 Earnings Supplemental Presentation dated March 12, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 9.01 Financial Statements and Exhibits

1(d) Exhibits

SIGNATURES

Exhibit No.		Description

1.1		Form of At-the-Market Sales Agreement

5.1		Opinion of Venable LLP

23.1		Consent of Venable LLP (Included in Exhibit 5.1)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~1

	CHICAGO ATLANTIC REAL ESTATE FINANCE, INC.
Date: March 12, 2025	By:	/s/ Peter Sack
		Peter Sack, Co-Chief Executive Officer

SIGNATURE

2Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	CHICAGO ATLANTIC REAL ESTATE FINANCE, INC.

Date: March 18, 2025	By:	/s/ Peter Sack
		Name:	Peter Sack
		Title:	Co-Chief Executive Officer

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