IMPHP Impac Mortgage Holdings Inc (PK)

EXPLANATORY NOTE/DEREGISTRATION OF SECURITIES

Impac Mortgage Holdings, Inc. (the “Registrant”) is filing these post-effective amendments (the “Post-Effective Amendments”) to Form S-8 Registration Statement to deregister certain securities originally registered by the Registrant pursuant to the following Registration Statements on Form S-8 (collectively, the “Prior Registration Statements”) with respect to shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”) thereby registered for offer or sale pursuant to the Registrant’s 2020 Equity Incentive Plan and the Registrant’s 2010 Omnibus Incentive Plan, as amended, which have been previously filed with the Securities and Exchange Commission (the “SEC”) and that remain unsold:

1. Any and all shares of common stock, registered but unsold or otherwise unissued as of the date hereof under Registration No. 333-239842, filed with the SEC on July 13, 2020, registering up to 2,000,000 shares of common stock.

2. Any and all shares of common stock, registered but unsold or otherwise unissued as of the date hereof under Registration No. 333-235404, filed with the SEC on December 6, 2019, registering up to 500,000 shares of common stock.

3. Any and all shares of common stock, registered but unsold or otherwise unissued as of the date hereof under Registration No. 333-227015, filed with the SEC on August 24, 2018, registering up to 300,000 shares of common stock.

4. Any and all shares of common stock, registered but unsold or otherwise unissued as of the date hereof under Registration No. 333-220393, filed with the SEC on September 8, 2017, registering up to 500,000 shares of common stock.

5. Any and all shares of common stock, registered but unsold or otherwise unissued as of the date hereof under Registration No. 333-213037, filed with the SEC on August 9, 2016, registering up to 900,000 shares of common stock.

6. Any and all shares of common stock, registered but unsold or otherwise unissued as of the date hereof under Registration No. 333-193489, filed with the SEC on January 22, 2014 registering up to 300,000 shares of common stock.

7. Any and all shares of common stock, registered but unsold or otherwise unissued as of the date hereof under Registration No. 333-185195, filed with the SEC on November 30, 2012, registering up to 250,000 shares of common stock.

8. Any and all shares of common stock, registered but unsold or otherwise unissued as of the date hereof under Registration No. 333-169316, filed with the SEC on July 13, 2020, registering up to 1,564,485 shares of common stock.

On April 27, 2023, the Company announced that the NYSE American, LLC (“NYSE American”) had delisted its common stock and preferred stock purchase rights as a result of the Company’s failure to comply with the NYSE American’s shareholder equity requirements. Following the delisting, on May 3, 2023 the Company’s Board of Directors determined that it was in the best interests of the Company to suspend its reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the SEC. In connection with the Company’s decision, the Company has terminated any and all offerings pursuant to the aforementioned Prior Registration Statements. Accordingly, this filing is made pursuant to an undertaking made by the Company in Part II of each the Prior Registration Statements to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of each offering. The Company, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Prior Registration Statements and removes from registration any and all securities registered but unsold or otherwise unissued under the Prior Registration Statements as of the date hereof.