[8-K] ARMOUR Residential REIT, Inc. Reports Material Event

Rhea-AI Filing Summary

Sadot Group Inc. (Nasdaq: SDOT) has filed a preliminary 424(b)(5) prospectus supplement for a best-efforts primary offering of common stock. Because its public float is only $11.95 million, General Instruction I.B.6 limits new sales to roughly $3.98 million (≈1/3 of float) during any 12-month period. Pricing, share count and gross proceeds are still blank; the last reported price was $1.79 on 22-Jul-25.

Intended use of proceeds is general corporate purposes and repayment of about $1.156 million of debt: $250k toward an amended October 2024 convertible note (principal now $2.06 m, maturity 31-Dec-25), $750k toward December 2024 convertible notes (principal $3.75 m, maturity extended to 31-Dec-25) and up to $156k to reduce a $937.5k promissory note held by the CFO (conversion feature removed). Both 2024 noteholders accepted a 90-day transfer lock-up.

Capital structure & dilution: 7.36 m shares outstanding pre-offering, plus 61 k options (avg $10.80), 1.58 m warrants (avg $18.30) and 3.41 m shares issuable on conversion of outstanding notes (avg $1.34). Placement-agent warrants equal to 5 % of shares sold will be issued. Variable-price conversion features on the December 2024 and June 2025 notes could generate additional low-priced equity upon default.

Strategic & governance items: Company continues pivot from U.S. restaurants (assets held for sale) to global agri-foods trading and farming. On 22-Jul-25 subsidiary Sadot LLC closed a $13.4 m purchase of 3,750 Class B shares of Indonesia-based PT Green. CEO turnover occurred on 28-May-25, and several board changes were disclosed. Sadot remains a smaller reporting company.

Positive

• Extension of October 2024 and December 2024 note maturities to 31-Dec-25 reduces near-term default risk.
• Removal of convertibility on the $937.5 k Black Note cuts potential insider-driven dilution.
• 90-day lock-up agreements with key noteholders should limit immediate resale pressure.

Negative

• Offering is best-efforts with no minimum, so capital raised could be well below target.
• Significant dilution risk: existing convertibles, warrants and new placement-agent warrants could more than double share count.
• Variable-price conversion features on notes may trigger further low-price issuance if the stock weakens or defaults occur.
• $13.4 m PT Green acquisition adds sizable cash obligation despite limited liquidity.
• Multiple executive and board departures signal governance instability.

Insights

Securities Analyst

TL;DR – Small raise relieves near-term debt pressure but adds meaningful equity dilution risk.

The filing targets an at-most $3.98 m cash infusion—insufficient to transform operations yet critical to meet upcoming obligations. Proceeds are earmarked mainly for note repayments, trimming short-term default risk and extending maturities to 31-Dec-25. However, the offer is best efforts with no minimum, so the company may secure far less than planned. Pre-offer share count is modest, but fully diluted share potential exceeds 12 m, and variable-price notes could accelerate issuance if the stock weakens. Resetting conversion prices to the offer price and deleting the CFO note’s convertibility helps cap dilution, yet overall leverage remains high after the $13.4 m PT Green outlay. Cash flow from agri-food trading will need to scale quickly to justify the expanded equity base.

Corporate Governance Expert

TL;DR – Frequent leadership changes and related-party debt highlight governance weaknesses.

In five months the company cycled through two CEOs, lost two directors (one death, one resignation) and reshuffled committee seats—signals of board instability. The Black Note, issued to the sitting CFO at an OID with 22 % default interest, underlines insider-creditor conflicts; partial repayment from offering proceeds mitigates but does not erase the issue. Note amendments introduce 90-day lock-ups and Nasdaq conversion caps, modestly protecting shareholders, yet multiple variable-pricing instruments remain. The best-efforts structure, absence of firm commitment and reliance on small-float Rule I.B.6 offerings suggest limited capital market access. Overall governance posture is strained, warranting close monitoring.

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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) July 23, 2025

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 7.01.    Regulation FD Disclosure.

On July 23, 2025, ARMOUR Residential REIT, Inc. (“ARMOUR”) produced for distribution a presentation, which contains updates on ARMOUR's financial position, business and operations. Attached as Exhibit 99.1 to this report is the presentation produced by ARMOUR.

The presentation attached to this report as Exhibit 99.1 is furnished pursuant to this Item 7.01 and shall not be deemed filed in this or any other filing of ARMOUR under the Securities Exchange Act of 1934, as amended, unless expressly incorporated by specific reference in any such filing.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
99.1			Presentation dated July 23, 2025
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: July 23, 2025

ARMOUR RESIDENTIAL REIT, INC.

By: /s/ Gordon M. Harper

Name: Gordon M. Harper

Title: Chief Financial Officer

FAQ

How much capital can Sadot Group (SDOT) legally raise under this prospectus?

Under Form S-3 Instruction I.B.6, Sadot can sell up to roughly $3.98 million of equity during any 12-month period because its public float is below $75 million.

What will Sadot Group use the offering proceeds for?

Net proceeds are earmarked for general corporate purposes and about $1.156 million in debt repayments, including payments on the October 2024 Note, December 2024 Notes and a promissory note owed to the CFO.

How many shares are currently outstanding and what is the potential dilution?

Before the offering Sadot has 7.36 million shares outstanding. Options, warrants and convertible notes could add ≈5 million shares plus any new shares issued in this offering and placement-agent warrants.

What changes were made to existing convertible notes?

Maturities were pushed to 31-Dec-25; conversion prices reset to the new offering price; and holders agreed to monthly cash repayments and a 90-day lock-up.

Why did Sadot acquire PT Green shares for $13.4 million?

The PT Green stake expands Sadot’s agri-food supply-chain footprint in Indonesia, aligning with its strategic shift away from restaurant operations.