8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 22, 2019

GREAT AJAX CORP.

(Exact name of registrant as specified in charter)

Maryland	001 36844	47 1271842
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9400 SW Beaverton—Hillsdale Hwy

Suite 131

Beaverton, OR 97005

(Address of principal executive offices)

Registrant’s telephone number, including area code:

503 505 5670

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common stock, par value $0.01 per share	AJX	New York Stock Exchange
7.25% Convertible Senior Notes due 2024	AJXA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events

On November 22, 2019, Great Ajax Corp., a Maryland corporation (the “Company”), issued a press release announcing the completion of the issuance of common stock in its subsidiary, Gaea Real Estate Corp. (“Gaea”). Gaea is expected to raise approximately $66.3 million from third party investors to continue to advance its investment strategy. The Company is expected to retain an approximately 23.2% ownership interest in Gaea with third party investors expected to own the remaining approximately 76.8%. A copy of the press release is attached hereto as Exhibit 99.1 and is available on the Company’s website.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated November 22, 2019

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated November 22, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

GREAT AJAX CORP.
By:	/s/ Mary Doyle
Name:	Mary Doyle
Title:	Chief Financial Officer

Dated: November 22, 2019

EX-99

Exhibit 99.1

GREAT AJAX CORP. ANNOUNCES SALE OF COMMON STOCK

IN GAEA REAL ESTATE CORP.

New York, NY—November 22, 2019—Great Ajax Corp. (NYSE: AJX), a Maryland corporation that is a real estate investment trust (“Great Ajax”), today announces the sale of shares of common stock in its subsidiary, Gaea Real Estate Corp, (“Gaea”). Gaea invests in small balance commercial, multi-family and mixed use real estate, mezzanine lending and triple net lease property opportunities. Gaea is expected to raise approximately $66.3 million from third party investors to continue to advance its investment strategy. Piper Jaffray & Co. served as Gaea’s sole placement agent in the offering. Great Ajax is expected to retain an approximately 23.2% ownership interest in Gaea with third party investors expected to own the remaining approximately 76.8%. Gaea currently holds 14 multi-family rental properties with net carrying value of $39.0 million, four single-tenant triple net lease properties with net carrying value of $3.0 million and seven mezzanine loans with an unpaid principal balance of $2.2 million.

About Great Ajax

Great Ajax is a Maryland corporation that is a real estate investment trust that focuses primarily on acquiring, investing in and managing re-performing loans, secured by single-family residences and commercial properties and, to a lesser extent, non-performing loans. Great Ajax also originates and acquires loans secured by multi-family residential and smaller commercial mixed use retail/residential properties and acquires multi-family retail/residential and mixed use and commercial properties. Great Ajax is externally managed by Thetis Asset Management LLC. The mortgage loans and other real estate assets held by Great Ajax are serviced by Gregory Funding LLC, an affiliated entity. Great Ajax has elected to be taxed as a real estate investment trust under the Internal Revenue Code.

Forward-Looking Statements

This press release contains certain forward-looking statements. Words such as “believes,” “intends,” “expects,” “projects,” “anticipates,” and “future” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions, many of which are beyond the control of Great Ajax, including, without limitation, the completion of the offering, receipt of offering proceeds and the risk factors and other matters set forth in the Great Ajax Annual Report on Form 10-K for the period ended December 31, 2018 filed with the Securities and Exchange Commission on March 6, 2019. Great Ajax undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

CONTACT:	Lawrence Mendelsohn
	Chief Executive Officer
	or
	Mary Doyle
	Chief Financial Officer
	Mary.Doyle@aspencapital.com
	503-444-4224