Business Context and Reporting Period
This Form 8-K was filed by Five Oaks Investment Corp. on May 30, 2014. The filing reports the entry into a Material Definitive Agreement regarding a new equity distribution program. Note: The request metadata references "Lument Finance Trust, Inc.", but the filing text explicitly identifies the registrant as Five Oaks Investment Corp.
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. It is a current report focused on a corporate action rather than financial performance results.
Material Changes
The material change reported is the execution of a Distribution Agency Agreement on May 30, 2014, with Mitsubishi UFJ Securities (USA), Inc., BTIG, LLC, and Keefe, Bruyette & Woods, Inc. This agreement establishes an "at-the-market" (ATM) offering program allowing the Company to sell shares of common stock with an aggregate offering price of up to $75,000,000.
Guidance, Outlook, and Management Commentary
- Offering Structure: Shares will be sold through the Agents as agents or to the Agents for resale. Sales will be made at market prices in amounts and at times determined by the Company.
- Compensation: Agents are entitled to compensation of 2% of the gross sales price of shares sold, or a lower mutually agreed amount.
- Flexibility: Neither the Company nor the Agents are obligated to sell any shares. The Company retains the right to terminate the solicitation provisions at its sole discretion.
- Principal Transactions: The Company may sell shares to the Agents as principal, though the Agents have no obligation to purchase on this basis unless specifically agreed in writing.
Investor Verification Checklist
- Verify the exact identity of the registrant (Five Oaks Investment Corp. vs. Lument Finance Trust, Inc.) to ensure correct entity analysis.
- Confirm the status of the shelf registration statement (Form S-3, No. 333-195499) referenced in the filing.
- Monitor future filings for actual share sales executed under the $75 million ATM program.
- Review the full text of the Distribution Agency Agreement (Exhibit 1.1) for specific termination clauses and indemnification details.