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ORC > SEC Filings for ORC > Form 8-K on 18-Jun-2014All Recent SEC Filings

Show all filings for ORCHID ISLAND CAPITAL, INC.



Entry into a Material Definitive Agreement, Financial Statements and

Item 1.01. Entry into a Material Definitive Agreement.

On June 17, 2014, Orchid Island Capital, Inc. (the "Company") and Bimini Advisors, LLC entered into an equity distribution agreement (the "Equity Distribution Agreement") with Ladenburg Thalmann & Co. Inc. and Mitsubishi UFJ Securities (USA), Inc. (the "Sales Agents"), pursuant to which the Company may offer and sell, from time to time, up to an aggregate amount of $35,000,000 of shares of the Company's common stock, $0.01 par value per share (the "Shares").

Pursuant to the Equity Distribution Agreement, the Shares may be offered and sold 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 NYSE MKT or sales made to or through a market maker other than on an exchange or, subject to the terms of a separate agreement, in privately negotiated transactions. Under the Equity Distribution Agreement, the Sales Agents will be entitled to compensation of 2% of the gross proceeds from the sale of the Shares sold through the Sales Agents. The Company has no obligation to sell any of the Shares under the Equity Distribution Agreement and may at any time suspend solicitations and offers under the Equity Distribution Agreement.

The Shares will be issued pursuant to the Company's Registration Statement on Form S-3 (File No. 333-195389). The Company has filed a prospectus supplement, dated June 17, 2014, to the prospectus, dated May 15, 2014, with the Securities and Exchange Commission in connection with the offer and sale of the Shares from time to time in the future.

The Sales Agents and their affiliates have provided, and may in the future provide, investment banking, brokerage and other services to the Company in the ordinary course of business, and the Company paid, and expects to pay, customary fees and commissions for their services, respectively.

The foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the entire Equity Distribution Agreement, a copy of which is attached hereto as Exhibit 1.1, and incorporated herein by reference.

In connection with the filing of the Equity Distribution Agreement, the Company is filing as Exhibit 5.1 to this Current Report on Form 8-K an opinion of its Maryland counsel, Venable LLP.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.                                  Description

1.1               Equity Distribution Agreement, dated June 17, 2014, by and
                  between the Company, Bimini Advisors, LLC, Ladenburg Thalmann &
                  Co. Inc. and Mitsubishi UFJ Securities (USA), Inc.

5.1               Opinion of Venable LLP

23.1              Consent of Venable LLP (included in exhibit 5.1)

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