Form 8-K/A BIMINI CAPITAL MANAGEMEN For: Apr 01

Bimini 8-K/A TJIM Acquisition true 0001275477 0001275477 2026-04-01 2026-04-01

 

 

(Amendment No. 1)

 

 

 

Date of Report (Date of earliest event reported):  April 1, 2026

 

 

 

 

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code (772) 231-1400

 

(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: None.

 

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 2, 2026, Bimini Capital Management, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) reporting the completion of the acquisition (the “Acquisition”) of eighty percent (80%) of the fully diluted equity interests of Tom Johnson Investment Management, LLC (“TJIM”) by Bimini Advisors Holdings, LLC, an indirect wholly owned subsidiary of the Company . At the time of filing the Original Report, the financial statements and pro forma financial information required by Item 9.01 of Form 8-K were not available. This Current Report on Form 8-K/A is being filed solely to provide the required financial statements and pro forma financial information under Item 9.01 of Form 8-K and does not amend or otherwise update the Original Report.

 

The pro forma financial information included in this amendment has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and TJIM would have achieved had the companies been combined during the periods presented and is not intended to project the future financial results and results of operations that the companies may achieve after completion of the Acquisition.

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial Statements of Business Acquired.

 

The audited financial statements of TJIM as of and for the years ended December 31, 2025 and 2024, together with the notes thereto and the independent auditor’s report thereon, are filed as Exhibit 99.1 and incorporated herein by reference.

 

(b) Pro Forma Financial Information.

 

The unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2025 giving effect to the Acquisition is filed as Exhibit 99.2 and incorporated herein by reference.

 

(d) Exhibits.

 

 

 

 

 

 

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.