UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT ~~PURSUANT TO~~

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1933~~of earliest event reported): February 15, 2019

Date of Report (Date of earliest event reported): February 7, 2019

OWENS REALTY MORTGAGE, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-35989	46-0778087
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

2221 Olympic Boulevard
Walnut Creek, California				94595
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (925) 935-3840

Not Applicable

(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):

[ X] 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))

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 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.☐

1Item 8.01. Other Events.

~~Item~~On 8February 15, 2019, Owens Realty Mortgage, Inc.~~01 Other~~ ~~Events~~(“ORM”) issued a press release announcing that it has set March 21, 2019 as the new date for the special meeting of its stockholders to, among other things, consider and vote on a proposal to approve the previously announced definitive merger agreement with Ready Capital Corporation (“Ready Capital”) (NYSE: RC) and to terminate the management agreement between the Company and Owens Financial Group, Inc., dated as of May 20, 2013, as amended on April 1, 2018. ORM had previously announced that it expected the special meeting to occur on February 28, 2019, and that the impact of the government shutdown could affect the timing of the special meeting.

OnAs ~~February~~announced 7on January 4, 2019, ~~Owens~~stockholders ~~Realty~~of ~~Mortgage,~~record ~~Inc.~~as (of the ~~“Company”)~~close ~~issued~~of abusiness ~~press~~on ~~release~~January ~~announcing~~14, 2019 ~~tax~~will ~~information~~be ~~regarding~~entitled ~~the~~to ~~Company’s dividends~~vote onat ~~its~~the ~~common~~special ~~stock~~meeting ~~for~~on ~~calendar~~March ~~year~~21, ~~2018~~2019. AThe ~~copy~~merger, ofpursuant ~~the~~to ~~press~~which ~~release~~Ready isCapital ~~attached~~will ~~hereto~~acquire asORM, ~~Exhibit~~is ~~99.1~~subject to ~~this~~certain ~~Form~~customary ~~8-K~~closing conditions and isthe ~~incorporated~~receipt ~~herein~~of byapprovals ~~reference~~of stockholders of ORM and Ready Capital.

A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Forward-Looking Statements

This ~~Current~~Form ~~Report~~8-K may contain ~~(including~~“forward-looking ~~information~~statements”. ~~included~~Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or ~~incorporated~~ bycurrent ~~reference~~facts, ~~herein)~~including ~~contains~~statements “about beliefs and expectations, are forward-looking statements”. The forward-looking statements are intended to be subject to the safe harbor provided by Section ~~within~~27A of the ~~meaning~~Securities Act of 1933, as amended (the ~~safe~~“Securities ~~harbor~~Act”), ~~provisions~~and Section 21E of the ~~United~~Securities ~~States~~Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. All ~~Forward-looking~~ statements, ~~about~~other ~~the~~than ~~Company's~~statements ~~plans,~~of ~~strategies,~~historical ~~prospects~~fact, ~~and~~included ~~anticipated~~in ~~events~~this communication that address activities, ~~including~~events ~~the~~or ~~transactions~~developments that ORM or ~~other~~Ready ~~items~~Capital ~~discussed~~expects, believes or anticipates will or may occur in ~~this~~the ~~Current~~future ~~Report~~are forward-looking statements. Words such as “project,” ~~are~~“predict,” ~~based~~“believe,” on“expect,” ~~current~~“anticipate,” ~~information~~“potential, ~~estimates~~” “create,” ~~and~~“estimate,” ~~projections;~~“plan,” ~~they~~“continue,” ~~are~~“intend,” ~~subject~~“could,” to“foresee,” “should,” ~~risks~~“may,” ~~and~~“will,” ~~uncertainties~~“guidance,” as“look,” ~~well~~“outlook,” as“goal,” ~~known~~“future,” ~~and~~“assume,” ~~unknown~~“forecast,” ~~risks~~“build,” ~~which~~“focus,” ~~could~~“work,” ~~cause~~or ~~actual~~the ~~results~~negative toof such ~~differ~~terms ~~from~~or ~~expectations,~~other ~~estimates~~variations thereof and ~~projections~~words and terms of similar substance used in connection with any discussion of future plans, ~~consequently~~actions, ~~readers~~or ~~should~~events ~~not~~identify ~~rely~~forward-looking onstatements. However, the absence of these words does not ~~these~~mean that the statements are not forward-looking. These forward-looking statements asare ~~predictions~~not guarantees of future ~~events~~performance and involve certain risks, uncertainties and assumptions that are difficult to predict. ~~Words~~ORM’s ~~such~~and asReady ~~"expect,"~~Capital’s ~~"target,"~~ability ~~"assume,"~~to ~~"estimate,"~~predict ~~"project,"~~results ~~"budget,"~~or ~~"forecast,"~~the ~~"anticipate,"~~actual ~~"intend,"~~effect ~~"plan,"~~of ~~"may,"~~future ~~"will~~events," ~~"could~~actions," ~~"should,"~~plans "or strategies is inherently uncertain. Although ORM and Ready Capital believe," ~~"predicts~~the expectations reflected in any forward-looking statements are based on reasonable assumptions,~~" "potential,"~~ ~~"continue~~the companies can give no assurance that our expectations will be attained and therefore," actual outcomes and ~~similar~~results ~~expressions~~may ~~are~~differ materially ~~intended~~from towhat ~~identify~~is expressed or forecasted in such forward-looking statements.

~~Readers~~Factors ~~are~~that ~~cautioned~~could ~~not~~cause toactual ~~place~~results ~~undue~~to ~~reliance~~differ ~~upon~~materially ~~any~~from ~~forward-looking~~expectations ~~statements~~include, ~~which~~but ~~speak~~are ~~only~~not aslimited ofto, the ~~date~~risk ~~made.~~that the ~~The~~merger ~~Company~~will ~~does~~ not ~~undertake~~be consummated within the expected time period or ~~accept~~at all; the occurrence of any ~~obligation~~event, change or other circumstances that could give rise to ~~release~~the ~~publicly~~termination ~~any~~of ~~updates~~the ormerger ~~revisions~~agreement; the inability to ~~any~~obtain ~~forward-looking~~stockholder approvals ~~statement~~relating to ~~reflect~~the ~~any~~merger ~~change~~and issuance of shares in ~~its~~connection ~~expectations~~therewith or ~~any~~the ~~change~~failure into ~~events,~~satisfy the other conditions orto ~~circumstances~~completion onof ~~which~~the ~~any~~merger; ~~such~~fluctuations ~~statement~~in ~~is based.~~the ~~Additional~~adjusted ~~information~~book ~~concerning~~value ~~these~~per share of the shares of both ORM and ~~other~~Ready Capital; ~~risk~~risks ~~factors~~related isto ~~contained~~disruption inof management’s attention from the ~~Company's~~ongoing ~~most~~business ~~recent~~operations ~~filings~~due ~~with~~to the ~~Securities~~proposed ~~and~~merger; ~~Exchange~~the ~~Commission~~effect ~~including~~of ~~those~~the ~~appearing~~announcement ~~under~~of the ~~heading~~proposed ~~“Item~~merger ~~1A.~~on ~~Risk~~the ~~Factors”~~ORM’s inand ~~the~~Ready ~~Company~~Capital’s operating results and ~~most~~ businesses ~~recent~~generally; ~~Annual~~the ~~Report~~outcome onof ~~Form~~any ~~10-K~~legal ~~and~~proceedings ~~subsequent~~relating ~~Quarterly~~to ~~Reports~~the onmerger; ~~Form~~changes ~~10-Q.~~in ~~All~~future ~~subsequent~~loan ~~written~~acquisition and ~~oral~~production; ~~forward-looking~~the ~~statements~~ability ~~concerning~~to retain key personnel; availability of suitable investment opportunities; changes in interest rates; changes in the ~~Company~~yield orcurve; ~~matters~~changes ~~attributable~~in toprepayment rates; the ~~Company~~availability orand ~~any~~terms ~~person~~of ~~acting~~financing; ongeneral ~~its~~economic ~~behalf~~conditions; ~~are~~market conditions; conditions in the market for small balance commercial loans and other investments; and other ~~expressly~~ factors, ~~qualified~~including those set forth in ~~their~~the ~~entirety~~Risk Factors section of Ready Capital’s Registration Statement on Form S-4 and other reports filed by ORM and Ready Capital with the ~~cautionary~~SEC, ~~statements~~copies ~~above~~of which are available on the SEC’s website, www.sec.gov.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated February 7, 2019.

Each of the forward-looking statements of Ready Capital or ORM are based on assumptions that Ready Capital or ORM, as applicable, believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and neither Ready Capital nor ORM undertakes any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Certain Information Regarding Participants in the Solicitation

ORM, its directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies in respect of the proposed merger. Information regarding ORM’s directors and executive officers is available in its proxy statement filed with the SEC. Additional information regarding these persons and their interests in the proposed merger is included in the joint proxy statement/prospectus relating to the proposed merger that has been filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

Ready Capital and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of ORM in connection with the proposed merger. A list of the names of such directors and executive officers and information regarding their interests in the proposed merger are included in the joint proxy statement/prospectus for the proposed merger.

Additional Information about the Proposed Transaction and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed merger of ORM and Ready Capital. In connection with the proposed merger, Ready Capital has filed a Registration Statement on Form S-4, which includes a preliminary joint proxy statement/prospectus. ORM’s stockholders and other interested persons are advised to read the preliminary joint proxy statement/prospectus and, when available, the amendments thereto and the definitive joint proxy statement/prospectus and documents incorporated by reference therein filed in connection with the proposed merger, as these materials will contain important information about ORM, Ready Capital and the proposed merger. When available, the definitive joint proxy statement/prospectus and other relevant materials for the proposed merger will be mailed to stockholders of ORM as of the Record Date. Stockholders will also be able to obtain copies of the preliminary joint proxy statement/prospectus, the definitive joint proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s web site at www.sec.gov, or on ORM’s website at www.owensmortgage.com or by directing a request to: Owens Realty Mortgage, Inc., 2221 Olympic Boulevard, Walnut Creek, California 94595, Attention: Daniel Worley, Secretary.

No Offer or Solicitation

This document shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed merger. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated February 15, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~ Registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

OWENS REALTY MORTGAGE, INC.,

aBy: /s/ ~~Maryland~~Bryan ~~corporation~~H. Draper

Dated: February 7, 2019 By: /s/ Bryan H. Draper

Name: Bryan H. Draper

Title: President and Chief Executive Officer

3Dated: February 15, 2019

		EXHIBIT INDEX
Exhibit No.		Description
99.1	Press Release dated February 7, 2019.

Filing Compare · Owens Realty Mortgage, Inc.