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.
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