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): April 6, 2020

GREAT AJAX CORP.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (503) 505-5670

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:

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

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. ¨

On April 6, 2020, Great Ajax Corp., a Maryland corporation (the “Company”), filed Articles Supplementary with the Maryland Department of Assessments and Taxation to classify and designate 4,800,000 shares of authorized but unissued preferred stock, par value $0.01 per share, of the Company as (i) 1,620,000 shares of 7.25% Series A Preferred Stock and (ii) 3,180,000 shares of 5.00% Series B Preferred Stock (the “Articles Supplementary”).

A copy of the Articles Supplementary is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

On April 6, 2020, the Company issued a press release (the “Press Release”) announcing that the Company has completed a $80 million private placement of preferred stock and warrants. In connection with the offering, the Company issued 820,000 shares of the Company’s 7.25% Fixed-to-Floating Series A Preferred Stock and 2,380,000 shares of the Company’s 5.00% Fixed-to-Floating Series B Preferred Stock, each at a purchase price per share of $25.00, for aggregate gross proceeds of $80,000,000, and two series of warrants to purchase 4,000,000 shares of the Company’s common stock at an exercise price of $10.00 per share.

A copy of the Press Release is attached hereto as Exhibit 99.1 and is available on the Company’s website.

EXHIBIT INDEX

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.