8-K 1 tm2130085d12_8k.htm FORM 8-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): October 29, 2021

 

 

Eagle Point INCOME Company Inc.

(Exact name of Registrant as specified in its charter)

 

 

Delaware   811-23384   83-2197405

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

600 Steamboat Road, Suite 202, Greenwich, CT 06830

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (203) 340-8500

 

 

(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 (see General Instruction A.2. below):

 

  ¨ 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(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.001 per share   EIC   New York Stock Exchange
5.00% Series A Term Preferred Stock due 2026   EICA   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

¨ 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 1.01. Entry into a Material Definitive Agreement.

 

On October 29, 2021, Eagle Point Income Company Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Eagle Point Income Management LLC, Eagle Point Administration LLC and B. Riley Securities, Inc., as the sole underwriter, in connection with the issuance and sale of 600,000 shares (the “Offering”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The closing of the Offering occurred on November 2, 2021, subject to customary closing conditions. The underwriter in the Offering may exercise an option to purchase up to an additional 90,000 shares of Common Stock within 30 days of October 29, 2021.

 

The Offering was made pursuant to a shelf registration statement on Form N-2 (333-237583), filed with the Securities and Exchange Commission.

 

The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

EXHIBIT
NUMBER
  DESCRIPTION
1.1   Underwriting Agreement, dated October 29, 2021, by and among the Company, Eagle Point Income Management LLC, Eagle Point Administration LLC and B. Riley Securities, Inc.
5.1   Opinion of Dechert LLP.
23.1   Consent of Dechert LLP (contained in the opinion filed as Exhibit 5.1 hereto).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Eagle Point Income Company Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Eagle Point Income Company Inc.
     
Date: November 2, 2021   By: /s/ Thomas P. Majewski
    Thomas P. Majewski
    Chief Executive Officer