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 1933

Date of Report (Date of earliest event reported): March 1514, 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.☐

Item 21.0201 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement.

On March 1514, 2019, Owens Realty Mortgage, Inc. (the “Company”) ~~issued~~ aentered ~~press~~into ~~release~~a ~~announcing,~~Cooperation ~~among~~Agreement ~~other things,~~ (the ~~Company’s~~“Agreement”) ~~financial~~with ~~results~~Hovde ~~for~~Capital ~~the~~Advisors, ~~fourth~~LLC ~~fiscal quarter~~ and ~~the~~certain ~~year~~of ~~ended~~its ~~December~~affiliates 31(collectively, ~~2018.~~the ~~A copy~~“Hovde ~~of this press release is furnished as Exhibit 99~~ Parties”).~~1 and incorporated herein by reference.~~

~~The~~Pursuant ~~information~~to inthe ~~this Item 2.02 of Form 8-K~~Agreement, ~~including~~the ~~all~~Company ~~accompanying~~committed ~~exhibits,~~to isreimburse ~~being~~the ~~furnished~~Hovde ~~and~~Parties ~~shall not be deemed to be “filed”~~ for ~~the~~their ~~purposes~~reasonable, ofdocumented ~~Section 18~~ out-of-pocket ~~the~~fees ~~Securities~~ and expenses ~~Exchange~~incurred ~~Act~~in ofconnection ~~1934~~with ~~(the~~their ~~“Exchange~~proxy ~~Act”),~~contest ~~or otherwise subject~~ to ~~the~~elect ~~liability~~Steven ofHovde ~~such section,~~and ~~nor~~James ~~shall~~Hua ~~such~~to ~~information be deemed incorporated by reference in any filing under~~ the ~~Securities~~Company’s ~~Act~~Board of ~~1933~~Directors or (the ~~Exchange~~“Board”) ~~Act,~~at ~~regardless of~~ the ~~general~~Company’s ~~incorporation~~2018 ~~language~~annual meeting of ~~such filing, except as shall be expressly set forth by specific reference in such filing~~stockholders.

~~Forward-Looking~~With ~~Statements~~respect to any meeting of the Company’s stockholders held prior to the termination of the Agreement, the Hovde Parties have agreed to, among other things, vote in favor of the Company’s director nominees and, subject to certain exceptions, vote in accordance with the Company’s recommendation on all other proposals.

This Form 8-K may contain “forward-looking statements”. Such statements are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. The ~~forward-looking~~Hovde ~~statements~~Parties ~~are~~also ~~intended~~agreed to becertain ~~subject~~customary tostandstill ~~the~~provisions ~~safe~~during ~~harbor provided by Section 27A of~~ the ~~Securities~~term ~~Act~~ of ~~1933, as amended (~~the ~~“Securities Act”)~~Agreement, ~~and~~prohibiting ~~Section 21E~~them ~~of the Securities Exchange Act of 1934~~from, ~~and~~among ~~the~~other ~~Private Securities Litigation Reform Act of 1995. All statements~~ things, ~~other~~(i) ~~than~~making ~~statements~~certain ofpublic ~~historical fact~~announcements, ~~included~~(ii) insoliciting ~~this communication that address activities~~proxies, ~~events or developments that ORM or Ready Capital Corporation~~ (~~“Ready Capital”~~iii) ~~expects,~~ ~~believes~~taking orpublic ~~anticipates~~actions ~~will~~to change or ~~may~~influence ~~occur in~~ the ~~future are forward-looking statements. Words such as “project~~Board,” ~~“predict,”~~Company ~~“believe~~management,” ~~“expect,”~~or ~~“anticipate,”~~direction ~~“potential,”~~of ~~“create,”~~certain ~~“estimate,”~~Company ~~“plan~~matters,” ~~“continue,”~~(iv) ~~“intend,”~~exercising ~~“could,” “foresee,”~~certain ~~“should,”~~stockholder ~~“may~~rights,” “will,” “guidance,” “look,” “outlook,” “goal,” “future,” “assume,” “forecast,” “build,” “focus,” “work,” or the negative of such terms or other variations thereof and ~~words and terms of similar substance used in~~(v) ~~connection~~ entering ~~with~~into any ~~discussion~~arrangement ~~of future plans, actions,~~ or ~~events~~agreement identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to ~~predict.~~circumvent ~~ORM’s~~any ~~and Ready Capital’s ability to predict results or the actual effect~~ of ~~future events, actions, plans or strategies is inherently uncertain. Although ORM and Ready Capital believe~~ the ~~expectations~~restrictions ~~reflected in any forward-looking statements are based~~ on ~~reasonable assumptions,~~ the ~~companies~~Hovde ~~can~~Parties ~~give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted~~ in ~~such~~the ~~forward-looking statements~~Agreement.

~~Factors~~During ~~that~~the ~~could~~term ~~cause~~of ~~actual results~~the ~~to differ materially from expectations include~~Agreement, ~~but~~the ~~are~~Company ~~not~~and ~~limited~~the ~~to,~~Hovde ~~the~~Parties ~~risk~~have agreed that ~~the~~they ~~merger~~ will not bedisparage ~~consummated~~each ~~within~~other ~~the~~and ~~expected~~that ~~time~~they ~~period~~will not orinitiate ~~at all; the occurrence of~~ any ~~event~~lawsuit, ~~change~~claim, or ~~other~~proceeding ~~circumstances~~with ~~that~~respect ~~could give rise~~ to ~~the~~any ~~termination~~claims ofagainst the ~~merger~~Company ~~agreement; the inability to obtain stockholder approvals relating to the merger and issuance of shares in connection therewith~~ or ~~the~~any ~~failure to satisfy the other conditions to completion~~ of the ~~merger;~~Hovde ~~risks related~~Parties, toas ~~disruption~~applicable, ofexcept ~~management’s~~for attention from the ongoing business operations due to the proposed merger; the effect of the announcement of the proposed merger on ORM’s and Ready Capital’s operating results and businesses generally; the outcome of any legal ~~proceedings~~proceeding ~~relating~~initiated tosolely ~~the merger; changes in future loan acquisition and production; the ability~~ to ~~retain~~remedy ~~key~~a ~~personnel;~~breach ~~availability~~ of ~~suitable~~or ~~investment~~to ~~opportunities;~~enforce ~~changes in interest rates; changes in~~ the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions; market conditions; conditions in the market for small balance commercial loans and other investments; and other factors, including those set forth in the Risk Factors section of Ready Capital’s Registration Statement on Form S-4 and other reports filed by ORM and Ready Capital with the Securities and Exchange Commission (“SEC”), copies of which are available on the SEC’s website, wwwAgreement.~~sec.gov.~~

~~Each~~The ofAgreement ~~the forward-looking~~will ~~statements~~terminate ~~of Ready Capital or ORM are based~~ on ~~assumptions~~the ~~that~~tenth ~~Ready~~business ~~Capital~~day orprior ~~ORM, as applicable, believes~~ to bethe ~~reasonable~~stockholder ~~but~~nomination ~~that~~deadline ~~may~~for ~~not prove to be accurate. Any forward-looking statement speaks only as of~~ the ~~date~~Company’s ~~on which~~2021 ~~such~~annual ~~statement~~meeting ~~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~~ stockholders. ~~Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.~~

~~Certain Information~~The ~~Regarding Participants~~foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the ~~Solicitation~~Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated in this Item 1.01 by reference.

~~ORM,~~Item ~~its directors, executive officers and certain employees may be deemed to be participants in the solicitation of proxies in respect of the proposed merger~~9. ~~Information regarding ORM’s directors and executive officers is available in its proxy statement filed with the SEC~~01. ~~Additional~~ Financial ~~information~~Statements ~~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~~Exhibits. ~~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 relates to the proposed transaction pursuant to the terms of the merger agreement.

In connection with the proposed merger, Ready Capital has filed with the SEC a registration statement on Form S-4 (which registration statement has been declared effective) that includes a joint proxy statement of Ready Capital and ORM that also constitutes a prospectus. Ready Capital and ORM also plan to file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy statement/prospectus and other relevant documents filed by Ready Capital and ORM with the SEC at the SEC’s website at www.sec.gov. Copies of documents filed with the SEC by Ready Capital will be made available free of charge on Ready Capital’s website at www.readycapital.com or by contacting Ready Capital Investor Relations at InvestorRelations@readycapital.com or at (212) 257-4666. Copies of documents filed with the SEC by ORM will be made available free of charge 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 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, or an exemption therefrom.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, issued on March 15, 2019, announcing the Company’s financial results for the fiscal quarter and year ended December 31, 2018.
10.1	Cooperation Agreement, dated March 14, 2019, by and among Owens Realty Mortgage, Inc., Hovde Capital Advisors, LLC and the other parties named therein.

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.

	OWENS REALTY MORTGAGE, INC., a Maryland corporation
Date: March 15, 2019	By: /s/ Bryan H. Draper
Date: March 19, 2019	By: /s/ Bryan H. Draper
	Name: Bryan H. Draper
	Title: President and Chief Executive Officer

Filing Compare · Owens Realty Mortgage, Inc.