false 0001518621 ☐ ☐ ☐ ☐ ☐ 0001518621 2022-10-27 2022-10-27
 
 
 
 
 
 
 
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):
October 27, 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 2.02. Results of Operations and Financial Condition.
On October 27, 2022, Orchid Island Capital, Inc. (the “Company”)
 
issued the press release attached hereto as Exhibit 99.1 announcing
the Company’s results of operations
 
for the period ended September 30, 2022. In addition, the Company posted supplemental financial
information
 
on the investor relations section of its website (https://ir.orchidislandcapital.com).
 
The press release, attached as Exhibit
99.1, is being furnished under this “Item 2.02 Results of Operations and
 
Financial Condition,” and shall not be deemed “filed”
 
for
purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed
 
incorporated by reference in any disclosure
document of the Company,
 
except as shall be expressly set forth by specific reference in such document.
Item 8.01 Other Events
In a Form 8-K filed with the Securities and Exchange Commission (the
 
“SEC”) on October 12, 2022 (the “Original 8-K”), the
Company announced the approval by its board of directors of an increase
 
to its previously announced stock repurchase program (the
“Repurchase Program”) for up to an additional 4,300,000 shares of the Company’s
 
common stock.
 
The total number of shares
authorized under the Repurchase Program immediately after the increase
 
was 6,183,601 shares, representing approximately 18% of
the Company’s then-outstanding
 
shares of common stock.
 
The Original 8-K incorrectly stated that the total authorization under
 
the
Repurchase Program after the increase was 5,046,499 shares,
 
representing approximately 15% of the Company’s
 
then-outstanding
shares of common stock.
 
Caution About Forward-Looking Statements.
 
This Current Report on
 
Form 8-K contains forward-looking
 
statements within the
 
meaning of the Private
 
Securities Litigation Reform
Act
 
of
 
1995
 
and
 
other
 
federal
 
securities
 
laws,
 
including,
 
but
 
not
 
limited
 
to,
 
statements
 
regarding
 
interest
 
rates,
 
inflation,
 
liquidity,
pledging
 
of our
 
structured
 
RMBS, funding
 
levels and
 
spreads, prepayment
 
speeds,
 
portfolio
 
positioning
 
and repositioning,
 
hedging
levels, dividends,
 
growth, the supply
 
and demand for
 
Agency RMBS and
 
the performance of
 
the Agency RMBS
 
sector generally,
 
the
effect of
 
actual or
 
expected actions
 
of the
 
U.S. government,
 
including the
 
Federal Reserve,
 
market expectations,
 
future opportunities
and prospects of
 
the Company,
 
the stock repurchase
 
program and general
 
economic conditions. These
 
forward-looking statements are
based upon
 
the Company’s
 
present expectations,
 
but the
 
Company cannot
 
assure investors
 
that actual
 
results will
 
not vary
 
from the
expectations contained in
 
the forward-looking statements. Investors
 
should not place undue
 
reliance upon forward-looking
 
statements.
For further
 
discussion of
 
the factors
 
that could
 
affect
 
outcomes, please
 
refer to
 
the “Risk
 
Factors” section
 
of the
 
Company's Annual
Report on
 
Form 10-K for
 
the fiscal year
 
ended December
 
31, 2021, which
 
has been filed
 
with the SEC,
 
and other
 
documents that
 
the
Company
 
files
 
with
 
the
 
SEC.
 
All
 
forward-looking
 
statements
 
speak
 
only
 
as
 
of
 
the
 
date
 
on
 
which
 
they
 
are
 
made.
 
New
 
risks
 
and
uncertainties arise over
 
time, and it is
 
not possible to predict
 
those events or how
 
they may affect
 
the Company.
 
Except as required by
law,
 
the Company
 
is not obligated
 
to, and
 
does not
 
intend to,
 
update or
 
revise any
 
forward-looking statements,
 
whether as a
 
result of
new information, future events or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d)
 
Exhibits
Exhibit No.
Description
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: October 27, 2022
 
ORCHID ISLAND CAPITAL,
 
INC.
By:
/s/ Robert E. Cauley
Robert E. Cauley
Chairman and Chief Executive Officer
Orchid Island Capital (NYSE:ORC)
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