Great Ajax Corp. Files 8-K

TL;DR

AJX filed an 8-K on 4/10. Standard corporate update.

AI Summary

Great Ajax Corp. filed an 8-K on April 10, 2024, reporting other events and financial statements. The filing details the company's corporate structure and its status as a real estate investment trust incorporated in Maryland.

Why It Matters

This filing provides an update on Great Ajax Corp.'s corporate and financial reporting, which is important for investors to stay informed about the company's status.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain significant new risks or material changes.

Key Players & Entities

• Great Ajax Corp. (company) — Registrant
• Maryland (jurisdiction) — State of incorporation
• April 10, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share AJX New York Stock Exchange

Filing Documents

• tm2411532d1_8k.htm (8-K) — 36KB
• tm2411532d1_ex99-1.htm (EX-99.1) — 13KB
• tm2411532d1_ex99-1img001.jpg (GRAPHIC) — 5KB
• 0001104659-24-045659.txt ( ) — 277KB
• ajx-20240410.xsd (EX-101.SCH) — 3KB
• ajx-20240410_def.xml (EX-101.DEF) — 26KB
• ajx-20240410_lab.xml (EX-101.LAB) — 36KB
• ajx-20240410_pre.xml (EX-101.PRE) — 25KB
• tm2411532d1_8k_htm.xml (XML) — 5KB

01. Other Events

Item 8.01. Other Events On April 10, 2024, Great Ajax Corp. ("Great Ajax" or the "Company") issued a press release announcing that the Company has set a record date for its 2024 meeting of stockholders (the "Meeting") to, among other things, consider and vote upon certain matters relating to the previously announced strategic transaction (the "Transaction") by and between the Company and Rithm Capital Corp. (together with its subsidiaries, "Rithm"). Pursuant to the Transaction, and subject to the receipt of stockholder approval at the Meeting, (1) the Company will issue common stock to certain exchanging investors in excess of the 19.99% cap imposed by the New York Stock Exchange rules; (2) the Company will issue common stock and warrant shares to Rithm in connection with the Transaction, which may be deemed to constitute a "change of control;" (3) the Company will elect four directors to serve until the 2025 annual meeting of stockholders; (4) the Company will enter into a Management Agreement, by and among the Company, Great Ajax Operating Partnership L.P. and RCM GA Manager LLC, an affiliate of Rithm, pursuant to which RCM GA Manager LLC will become the Company's external manager; and (5) the Company will adopt Amendment No. 1 to the 2016 Equity Incentive Plan. The Company will present the preceding proposals at the Meeting in order to obtain the vote of the Company's stockholders. In addition, the Company will present a proposal to ratify the appointment of Moss Adams LLP to serve as its registered independent public accounting firm for the fiscal year ending December 31, 2024. Stockholders of record as of the close of business on April 22, 2024 (the "Record Date") will be entitled to vote at the Annual Meeting, expected to occur on May 20, 2024. The Transaction is subject to certain customary closing conditions and the receipt of the approval of the stockholders of the Company. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. 99.1 Press Release, dated April 10, 20 24 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document Additional Information and Where to Find It This communication may be deemed to be solicitation material in respect of obtaining approval of the stockholders of the Company of the proposed transactions (the "Stockholder Approval"). In connection with obtaining the Stockholder Approval, the Company will file with the Securities and Exchange Commission (the "SEC") and furnish to the Company's stockholders a proxy statement and other relevant documents. This communication does not constitute a solicitation of any vote or approval. BEFORE MAKING ANY VOTING DECISION, GREAT AJAX'S STOCKHOLDERS ARE URGED TO READ THE PROXY OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. Stockholders will be able to obtain free copies of the proxy statement and other documents containing important information about the Company once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Participants in the Solicitation The Company and its executive officers, directors, other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company's stockholder with respect to the proposed transaction. Information regarding the executive officers and directors of the Company is set forth in its definitive proxy statement for its 2024 annual meeting filed with the SEC on April 9, 2024, as amended. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities holdings or otherwise, will be

Forward-Looking Statements

Forward-Looking Statements This communication contains forward-looking are not historical in nature and can be identified by words such as "believe," "expect," "anticipate," "estimate," "project," "plan," "continue," "intend," "should," "would," "could," "goal," "objective," "will," "may," "seek" or similar expressions or their negative forms. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are beyond our control. Forward-looking statements speak only as of the date they are made. Great Ajax does not assume any duty or obligation (and does not undertake) to update or supplement any forward-looking statements. Because forward-looking results or future events, circumstances or developments could differ, possibly materially, from those that the Company anticipated in its forward-looking statements, and future results and performance could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, those set forth in the section entitled "Risk Factors" in the Company's most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC, and other reports filed by the Company with the SEC, copies of which are available on the SEC's website, www.sec.gov . The list of factors presented here is not, and should not be, considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be

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View this 8-K filing on SEC EDGAR