EX-3.1 2 orc8k20220830x31.htm EXHIBIT 3.1 orc8k20220830x31
 
 
 
 
ORCHID ISLAND CAPITAL,
 
INC.
ARTICLES OF AMENDMENT
ORCHID ISLAND
 
CAPITAL, INC., a Maryland
 
corporation (the
 
“Corporation”), hereby
 
certifies
to the State Department of Assessments and Taxation of Maryland (the “Department”) that:
FIRST:
 
The Corporation desires to, and does hereby,
 
amend its charter as currently in effect (the
“Charter”), pursuant
 
to
 
Section
 
2-309(e)
 
of
 
the
 
Maryland General
 
Corporation
 
Law
 
(the
 
“MGCL”),
 
to
effect a reverse stock split of the issued and outstanding shares of the common stock, par value $0.01 per
share (“Common Stock”), of the Corporation such that:
(i)
 
every five (5) shares of Common Stock of the Corporation, par value $0.01 per share, that
are
 
issued
 
and
 
outstanding
 
immediately
 
prior
 
to
 
the
 
Effective
 
Time
 
(as
 
defined
 
herein)
 
shall,
 
at
 
the
Effective Time, be combined and changed into one (1) issued
 
and outstanding share of Common Stock
 
of
the Corporation, par value $0.05 per share;
(ii)
 
no fractional shares
 
of Common Stock of
 
the Corporation resulting
 
from such combination
and change will be or remain issued
 
and outstanding following the Effective Time,
 
and each stockholder
otherwise entitled to a fractional share will be entitled to receive, in lieu thereof, cash in an amount equal
to the
 
product obtained
 
by multiplying
 
(x) the
 
fraction of
 
a share
 
by (y)
 
the product
 
obtained by
 
multiplying
the last
 
reported price
 
per share
 
at which
 
shares of
 
Common Stock
 
of the
 
Corporation sold
 
on the
 
New
York
 
Stock
 
Exchange
 
at
 
the
 
close
 
of
 
market
 
on
 
the
 
date
 
on
 
which
 
the
 
Effective
 
Time
 
occurs
 
(prior
 
to
giving effect to such combination and change) by five (5); and
(iii)
 
shares
 
of
 
Common
 
Stock
 
of
 
the
 
Corporation
 
representing
 
the
 
difference
 
between
 
the
number of shares
 
of Common
 
Stock of the
 
Corporation issued and
 
outstanding immediately
 
prior to the
Effective
 
Time
 
and the
 
number of
 
shares of
 
Common
 
Stock of
 
the Corporation
 
issued and
 
outstanding
immediately
 
following
 
the
 
Effective
 
Time,
 
shall
 
be
 
and
 
become
 
authorized
 
and
 
unissued
 
shares
 
of
Common Stock of the Corporation having, at the Effective Time, a par value of $0.05 per share.
SECOND:
 
The
 
Corporation
 
desires to,
 
and
 
does
 
hereby,
 
further
 
amend
 
its
 
Charter pursuant
 
to
Section 2-605(a)(2) of the MGCL
 
to change the par value of
 
each authorized share of Common
 
Stock of
the Corporation from $0.05 per share to $0.01 per share, effective immediately after the Effective Time.
THIRD:
 
The
 
Corporation
 
desires
 
to,
 
and
 
does
 
hereby,
 
further
 
amend
 
its
 
Charter
 
pursuant
 
to
Section
 
2-105(a)(13)
 
of
 
the
 
MGCL
 
to
 
replace
 
Section
 
6.1
 
of
 
the
 
Charter
 
with
 
the
 
following,
 
effective
immediately after the Effective Time:
“Section 6.1 Authorized
 
Shares.
 
The
 
Corporation
 
has
 
authority
 
to
 
issue
 
120,000,000
 
shares
 
of
stock, consisting of 100,000,000 shares of common
 
stock, $0.01 par value per share (“Common
 
Stock”),
and 20,000,000
 
shares of
 
preferred stock,
 
$0.01 par
 
value per
 
share (“Preferred
 
Stock”). The
 
aggregate
par value of all authorized
 
shares of stock having
 
par value is $1,200,000. If
 
shares of one class of
 
stock
are classified or reclassified into shares of
 
another class of stock pursuant to Section 6.2, 6.3
 
or 6.4 of this
Article VI, the
 
number of authorized shares
 
of the former
 
class shall be
 
automatically decreased and
 
the
number of shares of the latter class shall
 
be automatically increased, in each case by the number
 
of shares
so
 
classified
 
or
 
reclassified,
 
so
 
that
 
the
 
aggregate
 
number
 
of
 
shares
 
of
 
stock
 
of
 
all
 
classes
 
that
 
the
Corporation has authority
 
to issue shall
 
not be more
 
than the total
 
number of shares
 
of stock set
 
forth in
the first sentence of this
 
paragraph. The Board of
 
Directors, with the approval
 
of a majority of the
 
entire
Board of Directors and
 
without any action by
 
the stockholders of the
 
Corporation, may amend the
 
Charter
 
 
 
from time to time to increase or
 
decrease the aggregate number of shares of stock or
 
the number of shares
of stock of any class or series that the Corporation has authority to issue.”
FOURTH:
 
The foregoing amendments to the Charter as
 
set forth in these Articles of Amendment
are for the
 
purpose of effecting a
 
reverse stock split
 
that results in
 
a combination of
 
issued and outstanding
shares of
 
Common Stock
 
of the
 
Corporation, a
 
change in
 
the par
 
value of
 
the authorized
 
shares of
 
Common
Stock of the Corporation and
 
a decrease in the authorized
 
stock of the Corporation, and
 
such amendments
are
 
limited
 
to
 
changes
 
expressly
 
authorized
 
by
 
Sections
 
2-309(e),
 
2-605(a)(2)
 
and
 
2-105(a)(13)
 
of
 
the
MGCL, respectively, to be
 
made without action
 
by the stockholders
 
of the
 
Corporation and
 
were approved
by a majority of the entire board of directors of the Corporation without action by the stockholders of the
Corporation.
FIFTH:
 
These Articles of Amendment shall be
 
effective at 5:00 p.m. Eastern Time on August 30,
2022 (the “Effective Time”).
SIXTH:
 
The undersigned President
 
and Chief
 
Executive Officer of
 
the Corporation acknowledges
these Articles
 
of Amendment
 
to be
 
the corporate
 
act of
 
the Corporation
 
and, as
 
to all
 
matters and
 
facts
required
 
to
 
be
 
verified
 
under
 
oath,
 
the
 
undersigned
 
President
 
and
 
Chief
 
Executive
 
Officer
 
of
 
the
Corporation acknowledges
 
that to
 
the best
 
of his
 
knowledge, information
 
and belief,
 
these
 
matters
 
and
facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE
 
PAGE
 
FOLLOWS]
 
 
 
IN WITNESS WHEREOF, the Corporation
 
has caused these Articles of Amendment
 
to be
signed
 
in
 
its
 
name
 
and
 
on
 
its
 
behalf
 
by
 
the
 
President
 
and
 
Chief
 
Executive
 
Officer
 
of
 
the
Corporation
 
and
 
attested
 
to by
 
the
 
Secretary
 
of the
 
Corporation
 
on this
 
29th
 
day
 
of
 
August,
 
2022.
ATTEST
:
/s/ George H. Haas, IV_______________
Name: George H. Haas, IV
Title:
 
Secretary
ORCHID ISLAND CAPITAL,
 
INC.
/s/ Robert E. Cauley____________________
Name: Robert E. Cauley
Title:
 
President and Chief Executive Officer