Item 8.01. Other Events.

On January 7, 2020, New York Mortgage Trust, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and UBS Securities LLC, as representatives of the several underwriters named therein (the "Underwriters"), pursuant to which the Underwriters agreed to purchase from the Company 30,000,000 shares of the Company's common stock, par value $0.01 per share ("Common Stock"), at a price of $6.00 per share. In addition, the Company granted the Underwriters a 30-day option to purchase up to an additional 4,500,000 shares of Common Stock on the same terms and conditions, which the Underwriters exercised in full on January 8, 2020. Closing for the sale of the 34,500,000 shares of Common Stock (including the 4,500,000 shares being issued pursuant to the Underwriters' option) is expected to occur on January 10, 2020, subject to customary closing conditions. The Company estimates that the net proceeds to the Company will be approximately $206.7 million after deduction of the estimated offering expenses.

The Company expects to use the net proceeds of the offering for general business purposes, which may include, among other things, acquiring its targeted assets, including both single-family residential and multi-family credit investments, and various other types of mortgage-related and residential housing-related assets that it may target from time to time and general working capital purposes.

The Underwriting Agreement contains customary representations, warranties and covenants by the Company. The Company also agreed to indemnify the Underwriters against certain specified types of liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments the Underwriters may be required to make in respect of these liabilities. In the ordinary course of business, the Underwriters or their affiliates currently and may in the future engage in various financing, commercial banking and investment banking services with, and provide financial advisory services to, the Company and its affiliates for which they may receive customary fees and expenses.

The shares of Common Stock will be issued pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-226726), which became automatically effective upon filing with the Securities and Exchange Commission on August 9, 2018.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement. In connection with the filing of the Underwriting Agreement, the Company is filing the opinion of its special Maryland counsel, Venable LLP, as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith this Current Report on Form 8-K.





Exhibit No.   Description
  1.1           Underwriting Agreement, dated as of January 7, 2020, by and among
              the Company, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and
              UBS Securities LLC.

  5.1           Opinion of Venable LLP regarding legality of shares.

  23.1          Consent of Venable LLP (included in Exhibit 5.1 hereto).

104           Cover Page Interactive Data File-the cover page XBRL tags are
              embedded within the Inline XBRL document.




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