Item 1.01. Entry into a Material Definitive Agreement.

On January 28, 2021, Drive Shack Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement"), among the Company, BTIG, LLC, as the representative of the several underwriters listed on Schedule A thereto (the "Underwriters") and Wesley R. Edens (the "Director Purchaser"), for the issuance and sale by the Company of 20,833,334 shares (the "Firm Shares") of its common stock, par value $0.01 per share (the "Common Stock"), including 672,780 shares of Common Stock sold directly to the Director Purchaser at the public offering price of $2.40. The Underwriters agreed to purchase the Common Stock from the Company at a price of $2.274 per share, resulting in net proceeds of approximately $46.7 million, after deducting the estimated expenses of this offering, to the Company. In addition, the Company granted the Underwriters an option for 30 days to purchase up to an additional 3,124,999 shares of Common Stock (the "Option Shares" and, together with the Firm Shares, the "Shares"), which they exercised in full on January 29, 2021. Mr. Edens is the Chairman of our Board of Directors and following this offering owns approximately 10.2% of our outstanding Common Stock.

The Underwriting Agreement includes customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by each of the Company and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. The transaction contemplated by the Underwriting Agreement, including the issuance and sale of the Option Shares, closed on February 2, 2021.

The offering and sale of the Shares were made pursuant to a preliminary prospectus supplement and final prospectus supplement related to the Company's effective shelf registration statement on Form S-3 (File No. 333-251671), which has been filed with the Securities and Exchange Commission. A copy of the Underwriting Agreement is filed as Exhibit 1.1 hereto and incorporated herein by reference. The foregoing summary does not purport to be a complete description and is qualified in its entirety by reference to the Underwriting Agreement.

In connection with the filing of the Underwriting Agreement, the Company is filing as Exhibit 5.1 hereto an opinion of its counsel, McDermott Will & Emery LLP, with respect to the legality of the Shares.




Item 8.01. Other Events.

On January 28, 2021, the Company issued a press release announcing the launch of the offering of the Shares. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference into this Item 8.01. On January 29, 2021, the Company issued a press release announcing the pricing of the offering of the Shares. A copy of the press release is attached as Exhibit 99.2 hereto and is incorporated by reference into this Item 8.01.

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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

Exhibit
Number     Description of Exhibit

  1.1      Underwriting Agreement, dated January 28, 2021, among the Company,
           BTIG, LLC, as the representative of the underwriters named therein and
           the Director Purchaser.
  5.1      Opinion of McDermott Will & Emery LLP with respect to the legality of
           common stock.
  23.1     Consent of McDermott Will & Emery LLP (included in Exhibit 5.1).
  99.1     Press Release Announcing the Launch of the Offering of the Shares,
           dated January 28, 2021.
  99.2     Press Release Announcing the Pricing of the Offering of the Shares,
           dated January 29, 2021.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document)

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