false 0001518621 0001518621 2022-05-11 2022-05-11
 
 
 
 
 
 
 
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):
May 11, 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 8.01.
 
Other Events.
On May 11, 2022, Orchid
 
Island Capital, Inc. (the
 
“Company”) announced that the
 
Board of Directors
 
of the Company
 
declared
a dividend
 
for the
 
month of
 
May 2022
 
of $0.045
 
per share
 
of the
 
Company’s
 
common stock
 
to be
 
paid on
 
June 28,
 
2022 to
holders of
 
record on
 
May 31, 2022
 
,
 
with an
 
ex-dividend date
 
of May
 
27, 2022.
 
In addition,
 
the Company
 
announced certain
details of its RMBS
 
portfolio as of April
 
30, 2022 as well as
 
certain other information
 
regarding the Company.
 
A copy of the
Company’s
 
press
 
release
 
announcing
 
the
 
dividend
 
and
 
the
 
other
 
information
 
regarding
 
the
 
Company
 
is
 
attached
 
hereto
 
as
Exhibit 99.1 and incorporated herein by this reference.
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
 
about
 
the
 
Company’s
distributions and the
 
expected funding of
 
purchased assets. 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. 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: May 11, 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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