FIRST FOUNDATION INC. (NASDAQ:FFWM) Files An 8-K Entry into a Material Definitive Agreement

FIRST FOUNDATION INC. (NASDAQ:FFWM) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

Entry into a Material Definitive Agreement

On February 16, 2017, First Foundation Inc. (the Company) and its
wholly-owned subsidiary, First Foundation Bank (the Bank),
entered into an Equity Distribution Agreement (the Distribution
Agreement) with FBR Capital Markets Co., Raymond James
Associates, Inc., Sandler ONeill Partners, L.P., and D.A.
Davidson Co. (collectively, the Distribution Agents) to sell
shares of the Companys common stock, par value $0.001 per share
(the ATM Shares), having an aggregate offering price of up to
$80,000,000, from time to time, through an at-the-market equity
offering program (the ATM Program).

The sales, if any, of the ATM Shares may be made in negotiated
transactions or transactions that are deemed to be at-the-market
offerings as defined in Rule 415 under the Securities Act of
1933, as amended, including sales made directly on or through the
NASDAQ Global Market, sales made to or through a market maker
other than on an exchange, in negotiated transactions at market
prices prevailing at the time of sale or at prices related to
such market prices, or any other method permitted by law. Subject
to the terms and conditions of the Distribution Agreement, upon
its acceptance of written instructions from the Company, the
Distribution Agent designated by the Company to sell ATM Shares
will use its commercially reasonable efforts to sell on the
Companys behalf all of the designated ATM Shares. The Company may
also sell ATM Shares under the Distribution Agreement to each of
the Distribution Agents, as principals for their respective
accounts, at a price per share agreed upon at the time of sale.
Actual sales will depend on a variety of factors to be determined
by the Company from time to time.The Company has no obligation to
sell any of the ATM Shares under the Distribution Agreement, and
may at any time suspend sales of the ATM Shares under the
Distribution Agreement.

The Company will pay the Distribution Agents commissions for
their services in acting as agent in the sale of ATM Shares, and
the Company has agreed to advance $90,000 to the Distribution
Agents for their out-of-pocket legal fees incurred in connection
with the ATM Program.The Distribution Agents will be entitled to
compensation at a commission rate equal to 2.0% of the gross
proceeds from the sale of ATM Shares to the Distribution
Agreement; provided, however, that the compensation payable to
each Distribution Agent upon the sale of ATM Shares to the
Distribution Agreement will be reduced by $22,500 in a manner
such that no compensation will be paid to a Distribution Agent
until the amount of the commission earned by such Distribution
Agent exceeds $22,500.

The Distribution Agreement contains representations and
warranties and covenants that are customary for transactions of
this type. In addition, the Company has agreed to indemnify the
Distribution Agents against certain liabilities on customary
terms, subject to limitations on such arrangements imposed by
applicable law and regulation. In the ordinary course of its
business, the Distribution Agents and/or their affiliates have
engaged and may engage in commercial and investment banking
transactions, financial advisory and other transactions with the
Company. The Distribution Agents have received, or may receive,
customary compensation and expenses in connection with such other
transactions.

The Company intends to use the net proceeds, if any, from the ATM
Program for general corporate purposes, including but not limited
to, a contribution to the capital of its subsidiaries to support
the Companys organic growth, including the addition of new
offices, and to fund possible acquisitions should appropriate
acquisition opportunities arise.

The ATM Shares will be offered and sold to the Companys
Registration Statement on Form S-3 (Registration No. 333-214928),
which became effective on December 16, 2016, and the related
Prospectus dated December 16, 2016, and the Prospectus Supplement
dated February 16, 2017, as each may be amended from time to
time.

The foregoing description of the Distribution Agreement does not
purport to be complete and is qualified in its entirety by
reference to the Distribution Agreement. The Distribution
Agreement is filed as Exhibit 1.1 hereto and is incorporated
herein by reference. The description of the Distribution
Agreement has been included to provide information regarding its
terms. It is not intended to provide any other factual
information about the Company. In particular, investors should
not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of
facts or condition of the Company or any of its subsidiaries or
affiliates.

Item 8.01 Other Events

On February 16, 2017, the Company issued a press release
announcing the commencement of the ATM Program. A copy of the
press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.

About FIRST FOUNDATION INC. (NASDAQ:FFWM)
First Foundation Inc. is a financial services holding company. The Company provides a platform of personalized financial services to high net-worth individuals and their families, family businesses and other affiliated organizations. The Company conducts its operations through its subsidiaries First Foundation Advisors (FFA) and First Foundation Bank (FFB), and First Foundation Insurance Services (FFIS), a subsidiary of FFB. The Company’s segments include Banking; Investment Management, Wealth Planning and Consulting (Wealth Management), and Other. The Banking segment includes the operations of FFB and FFIS, and Wealth Management segment includes the operations of FFA. Its integrated platform provides investment management, wealth planning, consulting, trust, banking products and services, life insurance services and property and casualty insurance services to meet the financial needs of its clients. FIRST FOUNDATION INC. (NASDAQ:FFWM) Recent Trading Information
FIRST FOUNDATION INC. (NASDAQ:FFWM) closed its last trading session down -0.29 at 16.63 with 68,275 shares trading hands.