Item 1.01. Entry into a Material Definitive Agreement.
On April 3, 2020, ARMOUR Residential REIT, Inc. (“ARMOUR” or the “Company”) entered into Amendment No. 1 (the “Sales Agreement Amendment”), pursuant to which ARMOUR added B. Riley, FBR, Inc. (“B. Riley”), to the Equity Sales Agreement, dated February 15, 2019 (the “Sales Agreement” and, as amended by the Sales Agreement Amendment, the “Amended Sales Agreement”), by and among the Company and the Company’s external manager, ARMOUR Capital Management LP, and BUCKLER Securities LLC, an affiliate of the Company and member of Financial Industry Regulatory Authority, JMP Securities LLC and Ladenburg Thalmann & Co. Inc. (together with BUCKLER Securities LLC, JMP Securities LLC and B. Riley, the “Agents”), as sales agents. The purpose of the Sales Agreement Amendment was to, among other things, add B. Riley as a party to the Sales Agreement. In accordance with the terms of the Amended Sales Agreement, the Company may, from time to time, propose to the Agents to the Amended Sales Agreement, to issue and sell up to 7,000,000 shares of the Company’s common stock through or to such designated Agents.
The Amended Sales Agreement relates to an “at the market offering” program (the “Offering”), and the common shares to be sold in the Offering will be issued pursuant to a prospectus supplement (the “ATM Prospectus Supplement”) filed with the Securities and Exchange Commission on April 3, 2020, in connection with the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-224469). ARMOUR originally established the equity sales program on February 15, 2019 when it entered into the Sales Agreement, and filed a related prospectus supplement. The ATM Prospectus Supplement amends and restates in its entirety such related prospectus supplement and the common stock to which the ATM Prospectus Supplement relates is offered pursuant to the terms of the Amended Sales Agreement. As of the date hereof, the Company has not sold any shares under the Sales Agreement.
The Sales Agreement Amendment is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Sales Agreement Amendment and the transactions contemplated thereby is qualified in its entirety by reference to Exhibit 1.1.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.