Item 1.01. Entry into a Material Definitive Agreement
On
The Sales Agreement relates to a proposed "at the market offering" of shares of
the Company's common stock (the "Offering"). The Shares are being offered
pursuant to a prospectus supplement (the "ATM Prospectus Supplement") filed with
the
Sales of the common stock, if any, under the Sales Agreement may be made by
means of transactions that are deemed to be "at the market offerings" as defined
in Rule 415 under the Securities Act of 1933, as amended. Neither the Company
nor the Agents have an obligation to sell any of the common stock in the
Offering, and the Company or Agents may at any time suspend solicitation and
offers under the Sales Agreement or terminate the Sales Agreement. The Company
intends to use the proceeds from any sales to acquire additional mortgage-backed
securities and other mortgage-related assets in accordance with its objectives
and strategies described in the Company's most recent Annual Report on Form 10-K
and other filings with the
The Sales Agreement contains customary representations, warranties and agreements of the Company and the Manager and customary conditions to completing future sale transactions, indemnification rights and obligations of the parties and termination provisions.
The Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Sales Agreement and the transactions contemplated thereby is qualified in its entirety by reference to Exhibit 1.1.
The Company is also filing this Current Report on Form 8-K to provide a legal opinion regarding the validity of the Shares to be issued and sold in the Offering, which opinion is attached hereto as Exhibit 5.1, and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01. Financial Statements and Exhibits. (d) Exhibits
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Exhibit No. Description 1.1 Fourth Amended and Restated Equity Sales Agreement, dated January 17, 2023, by and among ARMOUR Residential REIT, Inc. and ARMOUR Capital Management LP, and BUCKLER Securities LLC, JMP Securities LLC, Ladenburg Thalmann & Co. Inc., B. Riley Securities, Inc., and JonesTrading Institutional Services LLC. 5.1 Opinion of Holland & Knight LLP, regarding the validity of the shares of common stock. 23.1 Consent of Holland & Knight LLP (included in Exhibit 5.1) . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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