UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 6, 2020
GREAT AJAX CORP.
(Exact name of registrant as specified in its charter)
Maryland | | 001-36844 | | 47-1271842 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
9400 SW Beaverton-Hillsdale Hwy, Suite 131 Beaverton, OR 97005 | | 97005 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (503) 505-5670
Not Applicable
(Former name or former address, if changed since last report)
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:
| ☐ | 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 | AJX | New York Stock Exchange |
7.25% Convertible Senior Notes due 2024 | AJXA | New York Stock Exchange |
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On April 6, 2020, Great Ajax Corp., a Maryland corporation (the “Company”), filed Articles Supplementary with the Maryland Department of Assessments and Taxation to classify and designate 4,800,000 shares of authorized but unissued preferred stock, par value $0.01 per share, of the Company as (i) 1,620,000 shares of 7.25% Series A Preferred Stock and (ii) 3,180,000 shares of 5.00% Series B Preferred Stock (the “Articles Supplementary”).
A copy of the Articles Supplementary is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
On April 6, 2020, the Company issued a press release (the “Press Release”) announcing that the Company has completed a $80 million private placement of preferred stock and warrants. In connection with the offering, the Company issued 820,000 shares of the Company’s 7.25% Fixed-to-Floating Series A Preferred Stock and 2,380,000 shares of the Company’s 5.00% Fixed-to-Floating Series B Preferred Stock, each at a purchase price per share of $25.00, for aggregate gross proceeds of $80,000,000, and two series of warrants to purchase 4,000,000 shares of the Company’s common stock at an exercise price of $10.00 per share.
A copy of the Press Release is attached hereto as Exhibit 99.1 and is available on the Company’s website.
Item 9.01 | Financial Statements and Exhibits. |
EXHIBIT INDEX
SIGNATURES
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.
| GREAT AJAX CORP. |
| |
Date: April 6, 2020 | By: | /s/ Mary Doyle | |
| | Mary Doyle |
| | Chief Financial Officer |