SEC Filing Summary: New York Mortgage Trust, Inc.
Business Context and Reporting Period
This Form 8-K Current Report was filed by New York Mortgage Trust, Inc. (the "Company") on February 19, 2008, reporting events occurring on February 14, 2008. The filing details the entry into a material definitive agreement for a private placement of equity securities.
Key Financial Metrics
- Transaction Type: Private placement of common stock.
- Shares Issued: 15.0 million shares of common stock ($0.01 par value).
- Price Per Share: $4.00.
- Gross Proceeds: $60.0 million.
- Estimated Net Proceeds: Approximately $57.0 million (after private placement fees, before other expenses).
- Closing Date: Expected February 21, 2008.
The filing does not provide data on revenue, profit, operating cash flow, margins, or existing debt levels as this is a transaction-specific report rather than a periodic financial statement.
Material Changes and Agreements
The Company entered into a Purchase Agreement with investors to sell the shares exempt from registration under Section 4(2) of the Securities Act and Rule 506 of Regulation D. Concurrently, a Registration Rights Agreement was executed requiring the Company to:
- File a resale shelf registration statement within 20 days of closing.
- Use commercially reasonable best efforts to have the statement declared effective within 90 days of filing.
- Keep the registration statement effective until all shares are sold or eligible for resale under Rule 144.
- Grant piggy-back registration rights to the investors.
Outlook, Risks, and Contingencies
The closing of the offering is subject to customary closing conditions. The Registration Rights Agreement includes significant financial contingencies regarding liquidated damages if the Company fails to meet specific filing or effectiveness deadlines. Damages are calculated as:
- 0.5% of the $4.00 share price per day for the first 90 days of non-compliance.
- 1.0% of the $4.00 share price per day for each day after the 90th day of non-compliance.
- Unpaid damages accrue interest at an annual rate of 12% after a seven-day grace period.
Triggers for damages include failure to file, failure to obtain effectiveness, failure to maintain effectiveness, or failure to obtain a Nasdaq listing for the shares by the effectiveness date.
Investor Verification Checklist
- Confirm the actual closing date of the offering (expected February 21, 2008).
- Verify the final net proceeds received after all expenses are deducted.
- Monitor the filing of the resale shelf registration statement (due within 20 days of closing).
- Track the effectiveness date of the registration statement to assess potential liquidated damages exposure.
- Review the full text of Exhibits 10.1 (Purchase Agreement) and 10.2 (Registration Rights Agreement) for specific investor identities and additional covenants.