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false 0001518621 --12-31 0001518621 2022-08-30 2022-08-30
 
 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
 
DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 30, 2022
Orchid Island Capital, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland
001-35236
27-3269228
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
3305 Flamingo Drive
,
Vero Beach
,
Florida
32963
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number,
 
including area code
(
772
)
231-1400
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
 
to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
☐
 
Written communications pursuant
 
to Rule 425 under the Securities Act (17 CFR 230.425)
☐
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a
 
-12)
☐
 
Pre-commencement communications pursuant to Rule 14d-2(b)
 
under the Exchange Act (17 CFR 240.14d-2(b))
☐
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
 
Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading symbol:
 
Name of each exchange
 
on which registered:
Common Stock, par value $0.01 per share
ORC
NYSE
Indicate by check mark whether the registrant is an emerging growth
 
company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
 
Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company
 
☐
If an emerging growth company,
 
indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided
 
pursuant to Section 13(a) of the Exchange
Act.
 
☐
 
Item 3.03.
 
Material Modifications to Rights of Security Holders.
In connection with the previously announced one-for-five
 
reverse stock split (the “Reverse Stock Split”) of shares of
common stock, par value $0.01 per share (the “Common Stock”), of Orchid Island
 
Capital, Inc. (the “Company”), the
Company has filed Articles of Amendment to its charter (the “Amendment”) with
 
the Maryland State Department of
Assessments and Taxation.
 
The Amendment, effective as of 5:00 p.m. Eastern Time
 
on August 30, 2022 (the “Effective
Time”), converted every five shares of the issued
 
and outstanding Common Stock into one share of common stock of the
Company, par value
 
$0.05 per share. Effective immediately after the Effective
 
Time, the Amendment reverted the par value
of the Common Stock to $0.01 per share. The Reverse Stock Split also effected
 
a proportionate reduction in the Company’s
authorized shares of its preferred stock, par value $0.01 per share (the
 
“Preferred Stock”), from 100,000,000 shares to
20,000,000 shares and a proportionate reduction in the Company’s
 
authorized shares of Common Stock from 500,000,000
shares to 100,000,000 shares, and reduced the number of shares of Common Stock
 
outstanding from approximately
176,251,193 shares to approximately 35,250,238 shares. The Company
 
has no shares of Preferred Stock outstanding. The
Common Stock will begin trading on a reverse split-adjusted basis on the
 
New York
 
Stock Exchange (the “NYSE”) at the
opening of trading on August 31, 2022. The Common Stock will continue trading
 
on the NYSE under the symbol “ORC”
with a new CUSIP number (68571X301).
Pursuant to the Amendment, any fraction of a share of Common Stock that would otherwise have
 
resulted from the Reverse
Stock Split will be settled by cash payment, calculated according
 
to the per share closing price of the Common Stock as
reported on the NYSE on August 30, 2022. The Reverse Stock Split affected
 
all record holders of the Common Stock
uniformly and did not affect any record holder’s percentage
 
ownership interest in the Company,
 
except for de minimis
changes as a result of the elimination of fractional shares.
 
Holders of Common Stock who hold in “street name” in their
brokerage accounts do not have to take any action as a result of the Reverse Stock
 
Split. Their accounts will be automatically
adjusted to reflect the number of shares owned. Stockholders of record will be receiving
 
information from Continental Stock
Transfer & Trust Company,
 
the Company’s transfer agent, regarding
 
their stock ownership following the Reverse Stock Split
and cash in lieu of fractional share payments, if applicable, within twenty days
 
of the Effective Time.
The foregoing description of the Amendment is a summary and is qualified
 
in its entirety by the terms of the Amendment, a
copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated
 
herein by reference.
 
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
 
Year.
 
The disclosure set forth under Item 3.03 above is incorporated herein by reference.
Item 7.01.
 
Regulation FD Disclosure.
On August 30, 2022, the Company issued a press release announcing the effectiveness
 
of the Reverse Stock Split. A copy of
the press release is attached as Exhibit 99.1 and is incorporated herein
 
by reference.
The information under Item 7.01 of this Current Report on Form 8-K and
 
Exhibit 99.1 attached hereto shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
 
as amended (the “Exchange Act”), or otherwise
subject to the liabilities under that Section, nor shall it be incorporated by reference
 
in any filing under the Securities Act of
1933, as amended, or the Exchange Act, except as shall be expressly set forth
 
by specific reference in such a filing.
Item 8.01.
 
Other Events.
Adjustment to Equity Plans and Awards
At the Effective Time, the aggregate
 
number of shares of Common Stock issuable under each of the 2012 Equity Incentive
Plan of Orchid Island Capital, Inc. and the 2021 Equity Incentive Plan of Orchid
 
Island Capital, Inc. (together, the “Plans”)
was ratably adjusted to reflect the Reverse Stock Split. The number of
 
shares of Common Stock issuable pursuant to equity
and equity-based awards outstanding under the Plans were also ratably adjusted
 
at the Effective Time to reflect the Reverse
Stock Split.
 
 
 
Stock Repurchase Program
The Company’s stock repurchase program
 
(the “Repurchase Program”) allows for the repurchase of shares of Common
 
Stock
from time to time in open market transactions, block purchases, through privately
 
negotiated transactions, or pursuant to any
trading plan that may be adopted in accordance with Rule 10b5-1 of the Exchange
 
Act. Immediately prior to the Effective
Time, an aggregate of 17,699,305 shares of Common
 
Stock were authorized for repurchase pursuant to the Repurchase
Program, of which a total of 6,561,810 shares had been repurchased immediately
 
prior to the Effective Time. At the Effective
Time, the number of shares of Common Stock
 
authorized for repurchase pursuant to the Repurchase Program was ratably
adjusted to 2,227,499 to reflect the Reverse Stock Split.
Item 9.01. Financial Statements and Exhibits.
(d)
 
Exhibits
Exhibit No.
Description
3.1
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL
document)
 
 
Signatures
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: August 30, 2022
 
ORCHID ISLAND CAPITAL,
 
INC.
By:
/s/ Robert E. Cauley
Robert E. Cauley
Chairman and Chief Executive Officer
orc8k20220830x31
 
 
 
 
ORCHID ISLAND CAPITAL,
 
INC.
ARTICLES OF AMENDMENT
ORCHID ISLAND
 
CAPITAL, INC., a Maryland
 
corporation (the
 
“Corporation”), hereby
 
certifies
to the State Department of Assessments and Taxation of Maryland (the “Department”) that:
FIRST:
 
The Corporation desires to, and does hereby,
 
amend its charter as currently in effect (the
“Charter”), pursuant
 
to
 
Section
 
2-309(e)
 
of
 
the
 
Maryland General
 
Corporation
 
Law
 
(the
 
“MGCL”),
 
to
effect a reverse stock split of the issued and outstanding shares of the common stock, par value $0.01 per
share (“Common Stock”), of the Corporation such that:
(i)
 
every five (5) shares of Common Stock of the Corporation, par value $0.01 per share, that
are
 
issued
 
and
 
outstanding
 
immediately
 
prior
 
to
 
the
 
Effective
 
Time
 
(as
 
defined
 
herein)
 
shall,
 
at
 
the
Effective Time, be combined and changed into one (1) issued
 
and outstanding share of Common Stock
 
of
the Corporation, par value $0.05 per share;
(ii)
 
no fractional shares
 
of Common Stock of
 
the Corporation resulting
 
from such combination
and change will be or remain issued
 
and outstanding following the Effective Time,
 
and each stockholder
otherwise entitled to a fractional share will be entitled to receive, in lieu thereof, cash in an amount equal
to the
 
product obtained
 
by multiplying
 
(x) the
 
fraction of
 
a share
 
by (y)
 
the product
 
obtained by
 
multiplying
the last
 
reported price
 
per share
 
at which
 
shares of
 
Common Stock
 
of the
 
Corporation sold
 
on the
 
New
York
 
Stock
 
Exchange
 
at
 
the
 
close
 
of
 
market
 
on
 
the
 
date
 
on
 
which
 
the
 
Effective
 
Time
 
occurs
 
(prior
 
to
giving effect to such combination and change) by five (5); and
(iii)
 
shares
 
of
 
Common
 
Stock
 
of
 
the
 
Corporation
 
representing
 
the
 
difference
 
between
 
the
number of shares
 
of Common
 
Stock of the
 
Corporation issued and
 
outstanding immediately
 
prior to the
Effective
 
Time
 
and the
 
number of
 
shares of
 
Common
 
Stock of
 
the Corporation
 
issued and
 
outstanding
immediately
 
following
 
the
 
Effective
 
Time,
 
shall
 
be
 
and
 
become
 
authorized
 
and
 
unissued
 
shares
 
of
Common Stock of the Corporation having, at the Effective Time, a par value of $0.05 per share.
SECOND:
 
The
 
Corporation
 
desires to,
 
and
 
does
 
hereby,
 
further
 
amend
 
its
 
Charter pursuant
 
to
Section 2-605(a)(2) of the MGCL
 
to change the par value of
 
each authorized share of Common
 
Stock of
the Corporation from $0.05 per share to $0.01 per share, effective immediately after the Effective Time.
THIRD:
 
The
 
Corporation
 
desires
 
to,
 
and
 
does
 
hereby,
 
further
 
amend
 
its
 
Charter
 
pursuant
 
to
Section
 
2-105(a)(13)
 
of
 
the
 
MGCL
 
to
 
replace
 
Section
 
6.1
 
of
 
the
 
Charter
 
with
 
the
 
following,
 
effective
immediately after the Effective Time:
“Section 6.1 Authorized
 
Shares.
 
The
 
Corporation
 
has
 
authority
 
to
 
issue
 
120,000,000
 
shares
 
of
stock, consisting of 100,000,000 shares of common
 
stock, $0.01 par value per share (“Common
 
Stock”),
and 20,000,000
 
shares of
 
preferred stock,
 
$0.01 par
 
value per
 
share (“Preferred
 
Stock”). The
 
aggregate
par value of all authorized
 
shares of stock having
 
par value is $1,200,000. If
 
shares of one class of
 
stock
are classified or reclassified into shares of
 
another class of stock pursuant to Section 6.2, 6.3
 
or 6.4 of this
Article VI, the
 
number of authorized shares
 
of the former
 
class shall be
 
automatically decreased and
 
the
number of shares of the latter class shall
 
be automatically increased, in each case by the number
 
of shares
so
 
classified
 
or
 
reclassified,
 
so
 
that
 
the
 
aggregate
 
number
 
of
 
shares
 
of
 
stock
 
of
 
all
 
classes
 
that
 
the
Corporation has authority
 
to issue shall
 
not be more
 
than the total
 
number of shares
 
of stock set
 
forth in
the first sentence of this
 
paragraph. The Board of
 
Directors, with the approval
 
of a majority of the
 
entire
Board of Directors and
 
without any action by
 
the stockholders of the
 
Corporation, may amend the
 
Charter
 
 
 
from time to time to increase or
 
decrease the aggregate number of shares of stock or
 
the number of shares
of stock of any class or series that the Corporation has authority to issue.”
FOURTH:
 
The foregoing amendments to the Charter as
 
set forth in these Articles of Amendment
are for the
 
purpose of effecting a
 
reverse stock split
 
that results in
 
a combination of
 
issued and outstanding
shares of
 
Common Stock
 
of the
 
Corporation, a
 
change in
 
the par
 
value of
 
the authorized
 
shares of
 
Common
Stock of the Corporation and
 
a decrease in the authorized
 
stock of the Corporation, and
 
such amendments
are
 
limited
 
to
 
changes
 
expressly
 
authorized
 
by
 
Sections
 
2-309(e),
 
2-605(a)(2)
 
and
 
2-105(a)(13)
 
of
 
the
MGCL, respectively, to be
 
made without action
 
by the stockholders
 
of the
 
Corporation and
 
were approved
by a majority of the entire board of directors of the Corporation without action by the stockholders of the
Corporation.
FIFTH:
 
These Articles of Amendment shall be
 
effective at 5:00 p.m. Eastern Time on August 30,
2022 (the “Effective Time”).
SIXTH:
 
The undersigned President
 
and Chief
 
Executive Officer of
 
the Corporation acknowledges
these Articles
 
of Amendment
 
to be
 
the corporate
 
act of
 
the Corporation
 
and, as
 
to all
 
matters and
 
facts
required
 
to
 
be
 
verified
 
under
 
oath,
 
the
 
undersigned
 
President
 
and
 
Chief
 
Executive
 
Officer
 
of
 
the
Corporation acknowledges
 
that to
 
the best
 
of his
 
knowledge, information
 
and belief,
 
these
 
matters
 
and
facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE
 
PAGE
 
FOLLOWS]
 
 
 
IN WITNESS WHEREOF, the Corporation
 
has caused these Articles of Amendment
 
to be
signed
 
in
 
its
 
name
 
and
 
on
 
its
 
behalf
 
by
 
the
 
President
 
and
 
Chief
 
Executive
 
Officer
 
of
 
the
Corporation
 
and
 
attested
 
to by
 
the
 
Secretary
 
of the
 
Corporation
 
on this
 
29th
 
day
 
of
 
August,
 
2022.
ATTEST
:
/s/ George H. Haas, IV_______________
Name: George H. Haas, IV
Title:
 
Secretary
ORCHID ISLAND CAPITAL,
 
INC.
/s/ Robert E. Cauley____________________
Name: Robert E. Cauley
Title:
 
President and Chief Executive Officer
orc8k20220830x991
orc8k20220830x991p1i0
ORCHID ISLAND CAPITAL COMPLETES ONE-FOR-FIVE REVERSE STOCK SPLIT
VERO BEACH, Fla. (August 30, 2022) – Orchid Island Capital, Inc. (NYSE:ORC)
 
("Orchid” or the "Company"), a real estate
investment trust ("REIT"), today announced that it has completed the
 
previously announced reverse stock split of the
outstanding shares of the Company’s common stock, par value $0.01 per share (the
 
“Common Stock”), at a ratio of one-for-
five (the “Reverse Stock Split”), effective at 5:00 p.m. Eastern Time today (the “Effective Time”).
 
The Common Stock will
begin trading on a reverse split-adjusted basis on the NYSE at the opening
 
of trading on August 31, 2022. The Common
Stock will continue trading on the NYSE under the symbol “ORC” with a new
 
CUSIP number (68571X301).
The Reverse Stock Split also effected a proportionate reduction in the Company’s authorized
 
shares of its preferred stock, par
value $0.01 per share (the “Preferred Stock”), from 100,000,000 shares to 20,000,000
 
shares and a proportionate reduction in
the Company’s authorized shares of Common Stock from 500,000,000 shares to 100,000,000
 
shares and reduced the
number of shares of Common Stock outstanding from approximately 176,251,193
 
shares to approximately 35,250,238 shares.
The Company has no shares of Preferred Stock outstanding.
 
At the Effective Time, the aggregate number of shares
authorized for repurchase under the Company’s stock repurchase program, the aggregate
 
number of shares issuable under
the Company’s equity incentive plans, and the number of shares issuable pursuant to equity
 
and equity-based awards granted
under the Company’s equity incentive plans were ratably adjusted to reflect the Reverse
 
Stock Split.
No fractional shares were issued in connection with the Reverse Stock Split.
 
Stockholders that would hold a fractional share
as a result of the Reverse Stock Split will receive a cash payment in
 
lieu of such fractional shares. The Reverse Stock Split
affected all record holders of the Common Stock uniformly and did not affect any record holder’s
 
percentage ownership
interest in the Company, except for de minimis changes as a result of the elimination of fractional shares. Holders of Common
Stock who hold in “street name” in their brokerage accounts do not have to
 
take any action as a result of the Reverse Stock
Split. Their accounts will be automatically adjusted to reflect the number
 
of shares owned. Stockholders of record will be
receiving information from Continental Stock Transfer & Trust Company, the Company’s transfer agent, regarding their stock
ownership following the Reverse Stock Split and cash in lieu of fractional share
 
payments, if applicable, shortly following the
Effective Date.
About Orchid Island Capital, Inc.
Orchid Island Capital, Inc. is a specialty finance company that invests on a leveraged
 
basis in Agency RMBS. Our
investment strategy focuses on, and our portfolio consists of, two categories
 
of Agency RMBS: (i) traditional pass-through
Agency RMBS, such as mortgage pass-through certificates, and CMOs issued
 
by the GSEs, and (ii) structured Agency
RMBS, such as IOs, IIOs and principal only securities, among other types
 
of structured Agency RMBS. Orchid is managed by
Bimini Advisors, LLC, a registered investment adviser with the Securities and Exchange
 
Commission.
Forward Looking Statements
Statements herein relating to matters that are not historical facts, including,
 
but not limited to, statements regarding the
Reverse Stock Split, are forward-looking statements as defined in the Private
 
Securities Litigation Reform Act of 1995. The
reader is cautioned that such forward-looking statements are based
 
on information available at the time and on management's
good faith belief with respect to future events, and are subject to risks and uncertainties
 
that could cause actual performance
or results to differ materially from those expressed in such forward-looking statements. Important
 
factors that could cause
such differences are described in Orchid Island Capital, Inc.'s filings with the Securities
 
and Exchange Commission, including
its Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
 
Orchid Island Capital, Inc. assumes no
obligation to update forward-looking statements to reflect subsequent results,
 
changes in assumptions or changes in other
factors affecting forward-looking statements.
CONTACT:
Orchid Island Capital, Inc.
Robert E. Cauley, 772-231-1400
Chairman and Chief Executive Officer