Filed Pursuant to 424(b)(5)
File No. 333-235885
Supplement No. 1 dated July 21, 2021
(To Prospectus Supplement dated February 26, 2020
and prospectus dated February 20, 2020)
Up to 1,645,961 Shares

7.00% Series B Cumulative Perpetual Redeemable
Preferred Stock
This supplement supplements the prospectus supplement dated
February 26, 2020 (the “Prospectus Supplement”), relating to
the issuance and sale of up to 1,647,370 shares of our 7.00% Series
B Cumulative Perpetual Redeemable Preferred Stock, par value $0.01
per share (the “Series B Preferred Stock”), through JonesTrading
Institutional Services LLC (“JonesTrading”), and Ladenburg
Thalmann & Co. Inc. (“Ladenburg”) (the “Agents”), from
time to time in privately negotiated transactions and/or any other
method permitted by law, including block trades or sales deemed to
be an “at the market” offering as defined in Rule 415 under
the Securities Act of 1933, as amended, which includes sales made
directly on the New York Stock Exchange (the “NYSE”), sales made to
or through a market maker other than on an exchange or sales
through an electronic communications network. This supplement shall
be read in conjunction with the Prospectus Supplement and the
accompanying prospectus. Except as set forth herein, the Prospectus
Supplement remains unchanged.
This supplement is being filed to reflect the amendment, dated as
of July 21, 2021 (the “Amendment”) by and among us and the
Agents, of the amended and restated equity distribution agreement
by and among us and the Agents, dated March 21, 2019 (the
“Original Equity Distribution Agreement” and, as amended by the
Amendment, the “Equity Distribution Agreement”). Pursuant to the
Amendment, we will pay each Agent a commission that will not
exceed, but may be lower than, 3.0% of the gross proceeds of the
shares sold pursuant to the Equity Distribution Agreement by such
Agent, and all references in the Prospectus Supplement to a
commission that will not exceed 2.0% shall be hereby amended to
refer to a commission that will not exceed 3.0%. Each reference to
the term “equity distribution agreement” in the Prospectus
Supplement is hereby amended to refer to the Equity Distribution
Agreement. Each reference to the term “Agent” or “Agents” in the
Prospectus Supplement is hereby amended to refer to JonesTrading
and Ladenburg.
As of the date of this supplement, we have sold 219,039 shares of
Series B Preferred Stock pursuant to the Original Equity
Distribution Agreement and the Prospectus Supplement. As a result
of such prior sales, as of the date of this supplement, up to
1,645,961 shares of Series B Preferred Stock remain available for
offer and sale from time to time pursuant to this supplement, the
Prospectus Supplement and the accompanying prospectus. Our Series B
Preferred Stock is listed on the NYSE under the symbol “AAIC PrB”
and the last reported sale price of our Series B Preferred Stock on
the NYSE on July 20, 2021 was $25.20 per share.
Investing in our Series B Preferred Stock involves a high degree
of risk. You should carefully consider the risks described under
“Risk Factors” beginning on page S-5
of the Prospectus Supplement and in the documents incorporated by
reference in the Prospectus Supplement and the accompanying
prospectus.
Neither the U.S. Securities and Exchange Commission nor any
state securities commission has approved or disapproved of these
securities or determined if this supplement, the Prospectus
Supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
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JonesTrading |
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Ladenburg
Thalmann |
The date of this prospectus supplement is
July 21, 2021