EIC Eagle Point Income Company Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Eagle Point Income Company Inc.

(Exact name of registrant as specified in its charter)

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

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A file number to which this form relates:  333-259029

Securities to be registered pursuant to Section 12(g) of the Act: None

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to Be Registered.

The securities to be registered hereby are shares of 5.00% Series A Term Preferred Stock due 2026 (the “Shares”) of Eagle Point Income Company Inc., a Delaware corporation (the “Registrant”). The Shares are expected to be listed on the New York Stock Exchange and to trade thereon within 30 days of the original issue date under the trading symbol “EICA.”

A description of Shares is set forth under the heading “The Offering,” “Description of Our Capital Stock” and “Description of the Series A Term Preferred Stock” in the Registrant’s prospectus included in the Registrant’s registration statement on Form N-2 (as amended from time to time, the “Registration Statement”), which Registration Statement was initially filed with the Securities and Exchange Commission (the “Commission”) on August 23, 2021 under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, as amended (File Nos. 333-259029 and 811-23384, respectively), and in the prospectus, dated October 18, 2021 (the “ Prospectus”), as filed with the Commission pursuant to Rule 424 under the Securities Act on October 19, 2021. The descriptions of the Shares contained in the Prospectus and in any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are subsequently filed with the Commission under the Securities Act, are hereby incorporated by reference herein.

 _________________

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

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