Adamas Trust Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| Item 8.01. | Other Events. |
Common Stock ATM Program
On June 12, 2026, Adamas Trust, Inc. (the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with JonesTrading Institutional Services LLC, BTIG, LLC and B. Riley Securities, Inc., as sales agents (the “Agents”), pursuant to which the Company may offer and sell, from time to time, shares of the Company’s common stock, par value $0.01 per share, having a maximum aggregate offering price of up to $250,000,000 (the “Offered Stock”).
Pursuant to the Equity Distribution Agreement, the Offered Stock may be offered and sold from time to time through the Agents in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, in ordinary brokers' transactions, on or through the Nasdaq Global Select Market, the existing trading market for the Offered Stock, or any other market venue where the securities may be traded, to or through a market maker other than on an exchange, in privately negotiated transactions (including block trades), or through a combination of any such methods of sale, or, if specified in a written notice from the Company, by any other method permitted by law. Under the terms of the Equity Distribution Agreement, the Company may also sell the Offered Stock to an Agent as principal for its own account at a price agreed upon at the time of sale. If the Company sells shares of the Offered Stock to an Agent as principal, the Company will enter into a separate written agreement with such Agent. Under the Equity Distribution Agreement, each Agent will be entitled to compensation of up to 2.0% of the gross proceeds from the sale of shares of the Offered Stock sold through such Agent pursuant to the terms of the Equity Distribution Agreement. The Company has no obligation to sell, and the Agents have no obligation to buy or sell, any of the Offered Stock under the Equity Distribution Agreement and the Company or the applicable Agent may at any time suspend solicitations and offers under the Equity Distribution Agreement.
The Company expects to use the net proceeds from the sales of the Offered Stock for general corporate purposes, which may include, among other things, acquiring its targeted assets and various other types of mortgage-, residential housing- and credit-related assets that the Company may target from time to time, and general working capital purposes.
The Offered Stock will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-290073). The Company filed a prospectus supplement, dated June 12, 2026, to the prospectus, dated September 16, 2025, with the Securities and Exchange Commission in connection with the offer and sale of the Offered Stock.
The Equity Distribution Agreement is attached hereto as Exhibit 1.1 and incorporated herein by reference. The foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the Equity Distribution Agreement filed herewith as an exhibit to this Current Report on Form 8-K.
In connection with the filing of the Equity Distribution Agreement, the Company is filing as Exhibit 5.1 to this Current Report on Form 8-K the opinion of its Maryland counsel, Vinson & Elkins L.L.P.
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 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.
| Item 9.01. | Financial Statements and Exhibits. |
| 2 |
| Exhibit | Description | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
† Filed herewith.
| 3 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ADAMAS TRUST, INC. | ||
| (Registrant) | ||
| Date: June 12, 2026 | By: | /s/ Kristine R. Nario-Eng |
| Kristine R. Nario-Eng | ||
| Chief Financial Officer | ||
| 4 |