Approximate Date of Proposed Public Offering: As soon as practicable
after the effective date of this Registration Statement
This Registration Statement is being filed to register additional shares
of Series A Term Preferred Stock, par value $0.001 per share, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The
contents of the Registration Statement on Form N-2 (Reg. Nos. 333-259029 and 811-23384) filed by Eagle Point Income Company Inc. (the
“Registrant”) with the Securities and Exchange Commission, declared effective October 15, 2021, are incorporated herein by
reference.
ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS
The following financial statements
of Eagle Point Income Company Inc. (the “Registrant”) have been incorporated by reference in Part A of the Registration Statement:
ITEM 26. MARKETING ARRANGEMENTS
ITEM 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
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SEC registration fee
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$3,300
|
|
FINRA filing fee
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$6,000
|
|
NYSE listing fee
|
$27,000
|
|
Rating Agency fee
|
$50,000
|
|
Printing and postage
|
$8,000
|
|
Legal fees and expenses
|
$90,000
|
|
Accounting fees and expenses
|
$85,000
|
|
Miscellaneous
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$20,700
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|
Total
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$290,000
|
ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL
None
ITEM 29. NUMBER OF HOLDERS OF SECURITIES
The following table sets
forth the number of record holders of each class of the Registrant’s securities as of October 1, 2021:
|
Title of Class
|
Number of
Record Holders
|
|
Common stock, par value $0.001 per share
|
10
|
ITEM 30. INDEMNIFICATION
As permitted by Section 102
of the General Corporation Law of the State of Delaware (the “DGCL”), the Registrant has adopted provisions in its certificate
of incorporation that limit or eliminate the personal liability of its directors for a breach of their fiduciary duty of care as a director.
The duty of care generally requires that, when acting on behalf of the corporation, directors exercise an informed business judgment based
on all material information reasonably available to them. Consequently, a director will not be personally liable to the Registrant or
its stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for: any breach of the director’s
duty of loyalty to the Registrant or its stockholders; any act or omission not in good faith or that involves intentional misconduct or
a knowing violation of law; any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends;
or any transaction from which the director derived an improper personal benefit. These limitations of
liability do not affect the availability of equitable remedies such as injunctive relief or rescission.
The Registrant’s certificate
of incorporation and bylaws provide that all directors, officers, employees and agents of the Registrant shall be entitled to be indemnified
by the Registrant to the fullest extent permitted by the DGCL, subject to the requirements of the Investment Company Act of 1940, as amended
(the “1940 Act”). Under Section 145 of the DGCL, the Registrant is permitted to offer indemnification to its directors, officers,
employees and agents.
Section 145(a) of the DGCL
provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation), because the person is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer, employee or agent of any other enterprise. Such indemnity
may be against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation and if, with respect to any criminal action or proceeding, the
person did not have reasonable cause to believe the person’s conduct was unlawful.
Section 145(b) of the DGCL
provides, in general, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor
because the person is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of any other enterprise, against any expenses (including attorneys’ fees) actually and
reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith
and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
Section 145(g) of the DGCL
provides, in general, that a corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer,
employee or agent of any other enterprise, against any liability asserted against the person in any such capacity, or arising out of the
person’s status as such, regardless of whether the corporation would have the power to indemnify the person against such liability
under the provisions of the law. We have obtained liability insurance for the benefit of our directors and officers.
The Investment Advisory Agreement
provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless
disregard of its duties and obligations, Eagle Point Income Management LLC (the “Adviser”) and its officers, managers, agents,
employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from the Registrant
for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement)
arising from the rendering of the Adviser’s services under the Investment Advisory Agreement or otherwise as an investment adviser
of the Registrant.
The Administration Agreement
provides that, absent willful misfeasance, bad faith or gross negligence in the performance of its duties or by reason of the reckless
disregard of its duties and obligations, Eagle Point Administration LLC (the “Administrator”) and its officers, managers,
agents, employees, controlling persons, members and any other person or entity affiliated with it are entitled to indemnification from
the Registrant for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid
in settlement) arising from the rendering of the Administrator’s services under the Administration Agreement or otherwise as administrator
for the Registrant.
The Underwriting Agreement
will provide that the underwriters agree to indemnify and hold harmless each of the Registrant, the Adviser and the Administrator, and
each of their respective partners, directors, trustees, managers, members and shareholders (as the case may be), and each officer of the
Registrant who signs the Registration Statement and each person, if any,
who controls the Registrant, the Adviser and/or the Administrator within the meaning of either Section 15 of the Securities Act of 1933,
as amended (the “Securities Act”), or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably
incurred in connection with defending or investigating any such action or claim) insofar as such loss, claim, damage or liability arises
out of or is based upon any written information relating to the underwriters furnished to the Registrant expressly for use in the Registration
Statement (or in the Registration Statement as amended by any post-effective amendment hereof by the Registrant) or in the prospectus
(or any supplement thereto) contained in this Registration Statement or any sales material.
The At Market Issuance Sales
Agreement provides that the placement agent agrees to indemnify and hold harmless each of the Registrant, the Adviser and the Administrator,
and each of their respective partners, directors, trustees, managers, members and shareholders (as the case may be), and each officer
of the Registrant who signs the Registration Statement and each person, if any, who controls the Registrant, the Adviser and/or the Administrator
within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims,
damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or
investigating any such action or claim) and expense whatsoever insofar as such loss, claim, damage, liability or expense arises out of
or is based upon untrue statements or omissions or alleged untrue statements or omissions to written information relating to such placement
agent furnished to the Registrant by such placement agent expressly for use in the Registration Statement (or in the Registration Statement
as amended by any post-effective amendment hereof by the Registrant) or in the prospectus (or any supplement thereto) contained in this
Registration Statement.
The Registrant has entered
into indemnification agreements with its officers and directors. The indemnification agreements are intended to provide the Registrant’s
officers and directors the maximum indemnification permitted under Delaware law and the 1940 Act. Each indemnification agreement provides
that the Registrant shall indemnify the director who is a party to the agreement (an “Indemnitee”), including the advancement
of legal expenses, if, by reason of his or her corporate status, the Indemnitee is, or is threatened to be, made a party to or a witness
in any threatened, pending, or completed proceeding, other than a proceeding by or in the right of the Registrant.
Insofar as indemnification
for liability arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant
to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the U.S. Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER
A description of any other
business, profession, vocation or employment of a substantial nature in which the Adviser, and each managing director, director or executive
officer of the Adviser, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director,
officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the sections entitled “Management”
and “The Adviser and the Administrator.” Additional information regarding the Adviser and its officers and directors is set
forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-77721), under the Investment Advisers Act
of 1940, as amended, and is incorporated herein by reference.
ITEM 32. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books, and
other documents required to be maintained by Section 31(a) of the 1940 Act, and the rules thereunder are maintained at the offices of:
|
|
(1)
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the Registrant, Eagle Point Income Company Inc., 600 Steamboat Road, Suite 202, Greenwich, CT 06830;
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|
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(2)
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the Transfer Agent, American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, NY 11219;
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|
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(3)
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the Custodian, Wells Fargo Bank, National Association, 9062 Old Annapolis Rd, Columbia, MD 21045; and
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|
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(4)
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the Adviser, Eagle Point Income Management LLC, 600 Steamboat Road, Suite 202, Greenwich, CT 06830.
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ITEM 33. MANAGEMENT SERVICES
Not applicable.
ITEM 34. UNDERTAKINGS
|
|
1.
|
The Registrant undertakes to suspend the offering of shares until the prospectus is amended if (1) subsequent
to the effective date of its registration statement, the net asset value declines more than ten percent from its net asset value as of
the effective date of the registration statement or (2) the net asset value increases to an amount greater than its net proceeds as stated
in the prospectus.
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|
|
4.
|
The Registrant undertakes that:
|
|
|
(a)
|
for purposes of determining any liability under the Securities Act, the information omitted from the form
of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) under the Securities Act shall be deemed to be part of this registration statement as of the time
it was declared effective; and
|
|
|
(b)
|
for purposes of determining any liability under the Securities Act, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of the securities at that time shall be deemed to be the initial bona fide offering thereof.
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|
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6.
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
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|
|
7.
|
The Registrant hereby undertakes to send by first class mail or other means designed to ensure equally
prompt delivery, within two but days of receipt of a written or oral request, any prospectus or Statement of Additional Information.
|
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Registration
Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Greenwich, in the State
of Connecticut, on the 18th day of October, 2021.
|
|
EAGLE POINT INCOME COMPANY INC.
|
|
|
By: /s/ Thomas P. Majewski
Name: Thomas P. Majewski
Title: Chief Executive Officer
|
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement on Form N-2 has been signed by the following persons in the capacities
and on the dates indicated.
|
Signature
|
|
Title
|
|
Date
|
|
/s/ Thomas P. Majewski
|
|
Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer)
|
|
October 18, 2021
|
|
Thomas P. Majewski
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/s/ Kenneth P. Onorio
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
October 18, 2021
|
|
Kenneth P. Onorio
|
*
|
|
Director
|
|
October 18, 2021
|
|
James R. Matthews
|
*
|
|
Director
|
|
October 18, 2021
|
|
Scott W. Appleby
|
*
|
|
Director
|
|
October 18, 2021
|
|
Kevin F. McDonald
|
*
|
|
Director
|
|
October 18, 2021
|
|
Paul E. Tramontano
|
*
|
|
Director
|
|
October 18, 2021
|
|
Jeffrey L. Weiss
|
|
By: /s/ Thomas P. Majewski
Name: Thomas P. Majewski
Title: Attorney-in-fact
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