As filed with the Securities
and Exchange Commission on January 20, 2023
Registration No.
333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
ORCHID ISLAND CAPITAL,
INC.
(Exact name of registrant as
specified in its charter)
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Maryland
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27-3269228
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification
Number)
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3305 Flamingo Drive, Vero
Beach, Florida 32963
(772) 231-1400
(Address, including zip code,
and telephone number, including area code, of registrant’s
principal executive offices)
Robert E. Cauley
Chairman and Chief Executive
Officer
Orchid Island Capital,
Inc.
3305 Flamingo
Drive
Vero Beach Florida
32963
(772) 231-1400
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copy to:
S. Gregory Cope,
Esq.
Vinson & Elkins
L.L.P.
2200 Pennsylvania Avenue
NW
Suite 500 West
Washington, DC
20037
(202) 639-6526
(202) 879-8916
(Facsimile)
From time to time after the
effective date of this registration statement
(Approximate date of
commencement of proposed sale to the public)
If the only securities being
registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following
box: ☐
If any of the securities
being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following
box: ☒
If this Form is filed to
register additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☐
If this Form is a
post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective
registration statement for the same
offering. ☐
If this Form is a
registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following
box. ☐
If this Form is a
post-effective amendment to a registration statement filed pursuant
to General Instruction I.D. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b)
under the Securities Act, check the following
box. ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated
filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large accelerated
filer ☐Accelerated
filer ☒Non-accelerated
filer ☐Smaller reporting
company ☐
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 7(a)(2)(B) of the Securities
Act. ☐
The Registrant hereby amends
this Registration Statement on such date or dates as may be
necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as
amended, or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said
Section 8(a), may determine.