Great Ajax Corp. Terminates Material Agreement

TL;DR

AJX terminated a big deal, filing includes financials.

AI Summary

On March 15, 2024, Great Ajax Corp. filed an 8-K report detailing the termination of a material definitive agreement. The filing also includes financial statements and exhibits.

Why It Matters

The termination of a material definitive agreement can signal a shift in the company's strategic partnerships or operational plans, potentially impacting future revenue streams or costs.

Risk Assessment

Risk Level: medium — The termination of a material definitive agreement introduces uncertainty about the company's future business relationships and financial stability.

Key Players & Entities

• Great Ajax Corp. (company) — Registrant
• March 15, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share AJX New York Stock Exchange
• $100 million — ng an aggregate offering price of up to $100 million (the "Shares"). Any Shares will be issu

Filing Documents

• tm248909d1_8k.htm (8-K) — 36KB
• tm248909d1_ex1-1.htm (EX-1.1) — 217KB
• tm248909d1_ex1-2.htm (EX-1.2) — 240KB
• tm248909d1_ex5-1.htm (EX-5.1) — 10KB
• tm248909d1_ex8-1.htm (EX-8.1) — 15KB
• tm248909d1_ex5-1img001.jpg (GRAPHIC) — 3KB
• tm248909d1_ex8-1img001.jpg (GRAPHIC) — 15KB
• 0001104659-24-035041.txt ( ) — 879KB
• ajx-20240315.xsd (EX-101.SCH) — 3KB
• ajx-20240315_def.xml (EX-101.DEF) — 26KB
• ajx-20240315_lab.xml (EX-101.LAB) — 36KB
• ajx-20240315_pre.xml (EX-101.PRE) — 25KB
• tm248909d1_8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement On March 15, 2024, Great Ajax Corp., a Maryland corporation (the "Company"), entered into an Amended and Restated At-the-Market Issuance Sales Agreement with B. Riley Securities, Inc., amending and restating the At-the-Market Issuance Sales Agreement the parties previously entered into on August 20, 2021, and an At-the-Market Issuance Sales Agreement (together, the "Agreements") with BTIG, LLC, both as the Company's sales agents (together, the "Agents"). Pursuant to the terms of the Agreements, the Company may sell from time to time through the Agents shares of the Company's common stock having an aggregate offering price of up to $100 million (the "Shares"). Any Shares will be issued pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-274055). Sales of the Shares, if any, will be made by means of ordinary brokers' transactions on the New York Stock Exchange at market prices or as otherwise agreed by the Company and the Agents. Under the terms of the Agreements, the Company may also sell the Shares from time to time to an Agent as principal for its own account at a price to be agreed upon at the time of sale. Any sale of the Shares to an Agent as principal would be pursuant to the terms of a separate terms agreement between the Company and the applicable Agent. The foregoing description of the Agreements in this report does not purport to be complete and is qualified by reference to the full text of the Agreements, which are filed as Exhibits 1.1 and 1.2 hereto. The legal opinion and consent relating to the Shares are included as Exhibits 5.1 and 23.1, respectively, hereto.

02

Item 1.02 Termination of a Material Definitive Agreement On March 15, 2024, the Company sent termination notices to JMP Securities LLC and Raymond James & Associates, Inc., which acted as its sales agents pursuant to those certain At-the-Market Issuance Sales Agreements, each entered into on August 20, 2021. In accordance with Section 14 of the At-the-Market Issuance Sales Agreements, the termination came into effect immediately at the close of business on the date of receipt of such notices.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1* Amended and Restated At-the-Market Issuance Sales Agreement, dated March 15, 2024, by and between the Company and B. Riley Securities, Inc. 1.2* At-the-Market Issuance Sales Agreement, dated March 15, 2024, by and between the Company and BTIG, LLC 5.1 Opinion of Mayer Brown LLP 8.1 Tax Opinion of Mayer Brown LLP 23.1 Consent of Mayer Brown LLP (Included in Exhibit 5.1) 23.2 Consent of Mayer Brown LLP (Included in Exhibit 8.1) 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document * Pursuant to Item 601(a)(5)of Regulation S-K, certain schedules have been omitted. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request. 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. GREAT AJAX CORP. (Registrant) /s/ Mary Doyle Mary Doyle Chief Financial Officer March 15, 2024

View Full Filing

View this 8-K filing on SEC EDGAR