UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
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| Item 8.01. | Other Events. |
ATM Program Amendment
On July 28, 2025, Orchid Island Capital, Inc. (the “Company”) and Bimini Advisors, LLC entered into Amendment No. 1 (“Amendment No. 1”) to the equity distribution agreement, dated February 24, 2025 (the “Original Agreement” and, together with Amendment No. 1, the “Equity Distribution Agreement”), with J.P. Morgan Securities LLC, BTIG, LLC, Citizens JMP Securities, LLC and JonesTrading Institutional Services LLC (collectively, the “Sales Agents”), pursuant to which the Company may offer and sell shares (“Shares”) of its common stock, par value $0.01 per share, through the Sales Agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange or sales made to or through a market maker other than on an exchange or in negotiated transactions (which may include block trades). Shares with an aggregate offering price of up to $350,000,000 were available for sale under the Original Agreement and, as of the date hereof, the Company has sold 34,517,584 Shares under the Original Agreement for aggregate gross proceeds of approximately $266.5 million. Amendment No. 1 increased the aggregate offering price of Shares that may be offered and sold under the Equity Distribution Agreement by $150,000,000. Accordingly, as of the date hereof, the Company may sell Shares having an aggregate offering price up to approximately $233.5 million under the Equity Distribution Agreement.
The Shares will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-269339). The Company has filed a prospectus supplement, dated July 28, 2025, to the prospectus, dated January 27, 2023, with the Securities and Exchange Commission in connection with the offer and sale of the Shares from time to time in the future. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The foregoing description of Amendment No. 1 is not complete and is qualified in its entirety by reference to the entire Amendment No. 1, a copy of which is attached hereto as Exhibit 1.1, and incorporated herein by reference.
In connection with the filing of the prospectus supplement, dated July 28, 2025, the Company is filing as Exhibit 5.1 hereto the opinion of its counsel, Vinson & Elkins L.L.P., with respect to the legality of the Shares, and as Exhibit 8.1 hereto the opinion of Vinson & Elkins L.L.P. regarding certain U.S. federal income tax matters.
Caution About Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws, including, but not limited to, statements about the Company’s offer and sale of Shares under the Equity Distribution Agreement. These forward-looking statements are based upon the Company’s present expectations, but the Company cannot assure investors that actual results will not vary from the expectations contained in the forward-looking statements. Investors should not place undue reliance upon forward looking statements. For further discussion of the factors that could affect outcomes, please refer to the “Risk Factors” section of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024. All forward-looking statements speak only as of the date on which they are made. New risks and uncertainties arise over time, and it is not possible to predict those events or how they may affect the Company. Except as required by law, the Company is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 28, 2025
| ORCHID ISLAND CAPITAL, INC. | ||
| By: | /s/ Robert E. Cauley | |
| Name: | Robert E. Cauley | |
| Title: | Chairman and Chief Executive Officer | |
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