Current Report Filing (8-k)
September 23 2021 - 4:32PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) September 23, 2021
Impac Mortgage Holdings, Inc.
(Exact Name of Registrant as Specified in
Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
1-14100
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33-0675505
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(Commission File Number)
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(IRS Employer Identification No.)
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19500 Jamboree Road, Irvine, California
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92612
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(Address of Principal Executive Offices)
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(Zip Code)
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(949) 475-3600
(Registrant’s Telephone Number, Including
Area Code)
(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 (see General Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbols
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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IMH
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NYSE American
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Preferred Stock Purchase Rights
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IMH
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NYSE American
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Item 7.01
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Regulation FD Disclosure.
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On September 23, 2021, Impac Mortgage Holdings, Inc.
(the “Company”) issued a press release announcing that there are three (3) nominees for election for director at the
Special Meeting (“Special Virtual Meeting”) of the Company’s 9.375% Series B Cumulative Redeemable Preferred Shares
(“Series B Preferred Shares”) to be held on Wednesday, October 13, 2021 at 9:00 a.m. Pacific Daylight Time.
Holders of the Series B Preferred Shares are entitled to elect two (2) directors in accordance with the Company's charter.
A Notice of Special Meeting has been provided by the Company to holders of record of Series B Preferred Shares as of the close
of business on September 10, 2021, the record date for the Special Virtual Meeting. A copy of the press release is attached
hereto as Exhibit 99.1 and the information therein is incorporated herein by reference.
The information reported under Item 7.01 in this Current Report
on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any
general incorporation language in such filing.
Item 9.01
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Financial
Statements and Exhibits.
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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.
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IMPAC MORTGAGE HOLDINGS, INC.
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Date: September 23, 2021
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By:
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/s/ Joseph Joffrion
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Name:
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Joseph Joffrion
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Title:
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General Counsel
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