Angel Oak Mortgage REIT, Inc. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Unregistered Sales of Equity Securities Concurrently with the completion of the IPO in June 2021, CPPIB Credit Investments Inc. purchased 2,105,263 shares of the Company’s common stock at a price equal to $19.00 per share. The Company received cash proceeds of approximately $40.0 million from the sale of such shares of the Company’s common stock. These shares of the Company’s common stock were issued in reliance on the exemption set forth in Section 4(a)(2) of the Securities Act because the shares were issued in a transaction that did not involve any public offering. No underwriters were involved in this transaction, and no underwriting discounts or commissions were paid . Use of Proceeds from Registered Securities The Registration Statement (File No. 333-256301) relating to the IPO registered 9,257,500 shares of common stock, $0.01 par value per share, with a maximum aggregate offering price of up to $194.4 million. The Registration Statement was declared effective by the SEC on June 16, 2021. The Company sold a total of 7,200,000 shares of its common stock in the IPO for gross proceeds of $136.8 million. The IPO was completed on June 21, 2021. The joint book-running managers of the IPO were Wells Fargo Securities, LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC, and UBS Securities LLC. The book-runner of the IPO was B. Riley Securities, Inc. The co-managers of the IPO were Nomura Securities International, Inc. and Oppenheimer & Co. Inc. 47 Angel Oak Capital, an affiliate of the Manager, agreed to pay the underwriting discounts and commissions in connection with the IPO. Such underwriting discounts and commissions were approximately $8.2 million. Angel Oak Capital also agreed to pay all of the Company’s expenses incurred in connection with the IPO. Such expenses were approximately $4.4 million. All of the underwriting discounts and commissions and other expenses were direct or indirect payments to persons other than: (i) the Company’s directors, officers or any of their associates; (ii) persons owning ten percent (10%) or more of the Company’s common stock; or (iii) the Company’s affiliates. The $136.8 million of proceeds from the IPO, together with the $40.0 million of proceeds from the private placement of stock to CPPIB Credit Investments Inc. referred to above, were contributed to the Operating Partnership in exchange for units of limited partnership interest in the Operating Partnership. Through June 30, 2021, the Operating Partnership used the proceeds from the IPO to acquire non-QM loans and other target assets primarily sourced from its affiliates in a manner consistent with the Company’s strategy and investment guidelines.. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable.