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): August 20, 2021
GREAT AJAX CORP.
(Exact name of registrant as specified in its charter)
| Maryland | | 333-240999 | | 46-5211870 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
13190 SW 68th Parkway, Suite 110
Tigard, OR 97223
(Address of principal executive offices, including zip code)
(503) 505-5670
Registrant’s telephone number, including area code:
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 communication 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 1.01 | Entry into a Material Definitive Agreement |
On August 20, 2021, Great Ajax Corp., a Maryland corporation (the “Company”), entered into separate At-the-Market Issuance Sales Agreements (collectively, the “Agreements”) with each of B. Riley Securities, Inc., JMP Securities LLC and Raymond James & Associates, Inc., as the Company’s sales agents (together, the “Agents”).
Pursuant to the terms of the Agreements, the Company may sell from time to time through the Agents shares of the Company’s common stock having an aggregate offering price of up to $100 million (the “Shares”). Any Shares will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-240999).
Sales of the Shares, if any, will be made by means of ordinary brokers’ transactions on the New York Stock Exchange at market prices or as otherwise agreed by the Company and the Agents. Under the terms of the Agreements, the Company may also sell the Shares from time to time to an Agent as principal for its own account at a price to be agreed upon at the time of sale. Any sale of the Shares to an Agent as principal would be pursuant to the terms of a separate terms agreement between the Company and the applicable Agent.
The foregoing description of the Agreements in this report does not purport to be complete and is qualified by reference to the full text of the Agreements, which are filed as Exhibits 1.1, 1.2 and 1.3 hereto. The legal opinion and consent relating to the Shares are included as Exhibits 5.1 and 23.1, respectively, hereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. | | Description |
| | | |
| 1.1 | | At-the-Market Issuance Sales Agreement, dated August 20, 2021, by and between the Company and B. Riley Securities, Inc. |
| | | |
| 1.2 | | At-the-Market Issuance Sales Agreement, dated August 20, 2021, by and between the Company and JMP Securities LLC |
| | | |
| 1.3 | | At-the-Market Issuance Sales Agreement, dated August 20, 2021, by and between the Company and Raymond James & Associates, Inc. |
| | | |
| 5.1 | | Opinion of Mayer Brown LLP |
| | | |
| 8.1 | | Tax Opinion of Mayer Brown LLP |
| | | |
| 23.1 | | Consent of Mayer Brown LLP (Included in Exhibit 5.1) |
| | | |
| 23.2 | | Consent of Mayer Brown LLP (Included in Exhibit 8.1) |
| | | |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURE
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. |
| | (Registrant) |
| | |
| | /s/ Mary Doyle |
| | Mary Doyle |
| | Chief Financial Officer |
August 20, 2021
| us-gaap:CommonStockMember | Common Stock |
