Business Context and Reporting Period
This Form 8-K was filed by New York Mortgage Trust, Inc. on August 10, 2017. The filing reports the entry into a new material definitive agreement regarding equity distribution. Note: While the request metadata references "ADAMAS TRUST, INC.", the filing text explicitly identifies the registrant as "New York Mortgage Trust, Inc."
Key Financial Metrics and Agreement Terms
- Maximum Aggregate Sales Price: Up to $100,000,000 for the Offered Shares.
- Compensation: Credit Suisse is entitled to up to 2.0% of the gross proceeds from sales.
- Previous Unsold Capacity: Approximately $39.3 million of securities remained unsold under prior agreements as of August 7, 2017.
- Financial Performance: The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity figures.
Material Changes
The Company terminated its prior equity distribution agreements with JMP Securities LLC and Ladenburg Thalmann & Co. Inc. effective August 7, 2017. These prior agreements, which allowed for the sale of up to $75,000,000 in securities, were replaced by the new Equity Distribution Agreement with Credit Suisse Securities (USA) LLC.
Outlook, Risks, and Management Commentary
- Offering Method: Shares may be sold via "at-the-market" offerings on the NASDAQ Global Select Market, through market makers, or in negotiated transactions.
- Flexibility: The Company has no obligation to sell any shares and may suspend solicitations at any time.
- Legal Obligations: The Company agreed to indemnify Credit Suisse against certain liabilities under the Securities Act of 1933.
- Risks: The filing notes that no sale of securities will occur in jurisdictions where such an offer would be unlawful prior to registration.
Key Facts for Investor Verification
- Verify the current market price of New York Mortgage Trust, Inc. common stock to assess the potential dilution impact of a $100 million offering.
- Confirm the exact amount of capital raised under the new agreement, as the $100 million figure represents a maximum capacity, not a committed sale.
- Review the Company's latest 10-Q or 10-K for actual liquidity and debt metrics, as this 8-K does not contain financial statements.
- Monitor future filings for actual sales activity under the "at-the-market" program.