Item 1.01 Entry into a Material Definitive Agreement.
The Common Stock will be issued pursuant to the Company's registration statement on Form S-3 (File No. 333-195499), which was declared effective by the
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K (this "Report"), and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. For a more detailed description of the Underwriting Agreement, see the disclosure under the caption "Underwriting" contained in the Company's Prospectus Supplement, dated
In the ordinary course of business, the Underwriters or their respective affiliates have engaged and may in the future engage in various financing, commercial banking and investment banking services with, and provide financial advisory services to, the Company and its affiliates for which they have received or may receive customary fees and expenses.
Item 7.01 Regulation FD Disclosure.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Exhibits and Financial Statements.
(d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated
June 19, 2014, by and among Five Oaks Investment Corp, Oak Circle Capital Partners LLCand JMP Securities LLC, as representative of the several underwriters. 5.1 Opinion of Foley & Lardner LLPregarding legality of securities being registered (including consent of such firm). 8.1 Opinion of Kaye Scholer LLPregarding tax matters (including consent of such firm). 23.1 Consent of Foley & Lardner LLP(included in Ex. 5.1). 23.2 Consent of Kaye Scholer LLP(included in Ex. 8.1). 99.1 Press Release of Five Oaks Investment Corp., dated June 19, 2014.