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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) March 8, 2021 (March 2, 2021)

ARMOUR Residential REIT, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Maryland 001-34766 26-1908763
(State or Other Jurisdiction
of Incorporation) 		(Commission File Number) (I.R.S. Employer Identification No.)
3001 Ocean Drive, Suite 201  
Vero Beach, Florida 32963
(Address of Principal Executive Offices)   (Zip Code)

(772) 617-4340
(Registrant’s Telephone Number, Including Area Code)

n/a
(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 Exchange on which registered
Preferred Stock, 7.00% Series C Cumulative Redeemable ARR-PRC New York Stock Exchange
Common Stock, $0.001 par value ARR 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 a 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.

As previously disclosed pursuant to Current Reports on Form 8-K filed by ARMOUR Residential REIT, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”), the Company has adopted the following equity offering programs:

1.an “at-the-market” (“ATM”) offering of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), pursuant to an Equity Sales Agreement dated February 15, 2019 (the “Original Common Stock Sales Agreement”) with BUCKLER Securities LLC (“BUCKLER”), JMP Securities LLC (“JMP Securities”) and Ladenburg Thalmann & Co. Inc. (“Ladenburg Thalmann”), as amended by Amendment No. 1, dated April 3, 2020 (the "First Common Stock Sales Agreement Amendment"), pursuant to which the Company added B. Riley Securities, Inc. (formerly B. Riley FBR, Inc.) (together with BUCKLER, JMP Securities and Ladenburg Thalmann, the “Agents”) to the Original Common Stock Sales Agreement, as further amended by Amendment No. 2 dated May 4, 2020 (the "Second Common Stock Sales Agreement Amendment") to the Original Common Stock Sales Agreement (as amended by the First Common Stock Sales Agreement Amendment and the Second Common Stock Sales Agreement Amendment, the "Amended Common Stock Sales Agreement"). Under the terms of the Amended Common Stock Sales Agreement, the Company may offer and sell, from time to time, through the Agents, as the Company’s agents, or to the Agents for resale, up to 17,000,000 shares of the Common Stock. The Company has sold 6,603,701 shares of its Common Stock under the Amended Common Stock Sales Agreement as of the date of this Current Report on Form 8-K; and

2.an ATM offering of the Company’s 7.00% Series C Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share) (the “Series C Preferred Stock”), pursuant to an Equity Sales Agreement dated January 29, 2020 (the “Series C Sales Agreement”) with BUCKLER and B. Riley as sales agent or principal (together, the “Agents”). Under the terms of the Series C Sales Agreement, the Company may offer and sell, from time to time, through the Agents, or to the Agents for resale, up to 6,550,000 shares of the Series C Preferred Stock. The Company has sold 2,513,071 shares of its Series C Preferred Stock under the Series C Sales Agreement as of the date of this Current Report on Form 8-K.
On March 2, 2021, the Company filed with the Commission updated prospectus supplements to its new base prospectus dated February 19, 2021 (the “Base Prospectus,” and together with each prospectus supplement filed, the “Prospectus”). The Base Prospectus forms a part of the Company's automatic shelf registration statement on Form S-3 (No. 333-253311). Each prospectus supplement filed relates to certain unsold shares of the Common Stock, or Series C Preferred Stock (collectively, the “Unsold Common Stock and Preferred Stock”), as applicable, pursuant to the Amended Common Stock Sales Agreement or Series C Sales Agreement, as applicable, and such unsold shares of the Common Stock, or Series C Preferred Stock will continue to be offered on the same terms and conditions as before, pursuant to the Prospectus and the above referenced agreement, as applicable.

This Current Report on Form 8-K does not constitute offers to sell or the solicitation of offers to buy any of the Unsold Common Stock and Preferred Stock nor shall there be any sales of the Unsold Common Stock and Preferred Stock in any state in which such offers, solicitations or sales would be unlawful prior to registration or qualification under the securities laws of any such state.

Exhibits 5.1 and 23.1 to this Current Report on Form 8-K are filed herewith in connection with the Unsold Common Stock and Preferred Stock pursuant to the Amended Common Stock Sales Agreement and Series C Sales Agreement, as applicable, and are incorporated herein by reference. 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
Exhibit No. Description
5.1
23.1
104  Cover Page Interactive Data File (embedded within the Inline XBRL document)


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 hereunto duly authorized.

Dated: March 8, 2021

   ARMOUR RESIDENTIAL REIT, INC.
           
   By: /s/ Gordon M. Harper   
   Name: Gordon M. Harper   
   Title: VP Finance, Controller and Treasurer   




Exhibit 5.1
Holland & Knight

701 Brickell Avenue, Suite 3300 | Miami, FL 33131 | T 305.374.8500 | F 305.789.7799
Holland & Knight LLP | www.hklaw.com

March 8, 2021

ARMOUR Residential REIT, Inc.
3001 Ocean Drive, Suite 201
Vero Beach, Florida 32963

Re: Shelf Registration Statement on Form S-3 (Registration No. 253311)
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3 (Registration No. 333-253311) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on February 19, 2021 by ARMOUR Residential REIT, Inc. (the “Company”) pursuant to the requirements of the Securities Act of 1933, as amended (the “Act”). We are rendering this opinion letter in connection with the filings of the prospectus supplements dated March 2, 2021 (collectively, the “Prospectus Supplements”). The Prospectus Supplements relate to separate offerings comprised of the following shares of capital stock of the Company, covered by the Registration Statement: (1)(a) 10,712,930 shares of common stock, par value $0.001 per share (the “Common Stock”) pursuant to an Equity Sales Agreement dated February 15, 2019, as amended by Amendment No. 1 dated April 3, 2020, as further amended by Amendment No. 2 dated May 4, 2020, and (b) 4,036,929 shares of the 7.00% Series C Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share) (the “Series C Preferred Stock”) pursuant to an Equity Sales Agreement dated January 29, 2020. The Prospectus Supplement relating to 1(b) above also includes the potential issuance of up to 10,551,306 shares of Common Stock upon the conversion of the Series C Preferred Stock pursuant to the Articles Supplementary governing the Series C Preferred Stock, subject to adjustment as provided therein. We understand that the shares of the Common Stock (the “Common Shares”) and Series C Preferred Stock (the “Series C Preferred Shares”) described above are to be offered and sold in the manner set forth in the Registration Statement and the applicable Prospectus Supplement.
We have acted as your counsel in connection with the preparation of the Prospectus Supplements. We are familiar with the proceedings taken by the Board of Directors of the Company in connection with the authorization, issuance and sale of the Common Shares and Series C Preferred Shares. We have examined all such documents as we have considered necessary in order to enable us to render this opinion letter, including, but not limited to, (i) the Registration Statement, (ii) the Base Prospectus, dated February 19, 2021, included with the Registration Statement (the “Prospectus”), (iii) the Prospectus Supplements, (iv) the Company’s Articles of Incorporation, as amended, (v) the Company’s Bylaws, as amended, (vi) the Articles Supplementary for the Series C Preferred Stock, as certified by the Secretary of the Company, (vii) certain resolutions adopted by the Board of Directors of the Company, (viii) corporate records and instruments, (ix) specimen certificates representing the Common Shares and Series C Preferred Shares, and (x) such laws and regulations as we have deemed necessary for the purposes of rendering the opinions set forth herein. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of and conformity to originals of such documents that have been presented to us as duplicates or certified or conformed copies, the accuracy, completeness and authenticity of originals, the due execution and delivery of all documents (except that no such assumption is made as to the Company) where due execution and delivery are a prerequisite to the effectiveness thereof, and that the Common Shares and Series C Preferred Shares will each be issued against payment of valid consideration under applicable law. As to any facts material to the opinions expressed herein, which were not independently established or verified, we have relied, to the extent we have deemed reasonably appropriate, upon statements and representations or certificates of officers or directors of the Company.
Based upon the foregoing, we are of the opinion that the Common Shares and the Series C Preferred Shares have been duly authorized and, when issued and delivered by the Company against payment therefor as set forth in the Registration Statement and the applicable Prospectus Supplement, will be validly issued, fully paid and non-
assessable. We are also of the opinion that the Common Shares issuable upon conversion of the Series C Preferred Shares pursuant to the Articles Supplementary have been duly authorized and, when issued upon conversion of the Series C Preferred Shares in accordance with the terms of the Articles Supplementary, will be validly issued, fully paid and non-assessable.
The opinions expressed herein are limited to the federal securities laws of the United States of America and the corporate laws of the State of Maryland and we express no opinion as to the effect on the matters covered by the laws of any other jurisdiction. We assume no obligation to supplement this opinion letter if any applicable law changes after the date hereof or if we become aware of any fact that may change the opinions expressed herein after the date hereof.
We hereby consent to the filing of this opinion letter as part of the Registration Statement and to the reference of our firm under the caption “Legal Matters” in the Prospectus Supplements. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.


Very truly yours,

/s/ HOLLAND & KNIGHT LLP