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Impac Mortgage Holdings Inc. – ‘8-K/A’ for 9/7/22

On: Thursday, 9/15/22, at 5:00pm ET · For: 9/7/22 · Accession #: 1104659-22-100478 · File #: 1-14100

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/15/22  Impac Mortgage Holdings Inc.      8-K/A:8,9   9/07/22   13:371K                                   Toppan Merrill/FA

Amendment to Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                         HTML     33K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     38K 
 3: EX-99.2     Miscellaneous Exhibit                               HTML     71K 
 8: R1          Cover                                               HTML     52K 
11: XML         IDEA XML File -- Filing Summary                      XML     12K 
 9: XML         XBRL Instance -- tm2225159d2_8ka_htm                 XML     20K 
10: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 5: EX-101.DEF  XBRL Definitions -- imh-20220907_def                 XML     74K 
 6: EX-101.LAB  XBRL Labels -- imh-20220907_lab                      XML    103K 
 7: EX-101.PRE  XBRL Presentations -- imh-20220907_pre               XML     71K 
 4: EX-101.SCH  XBRL Schema -- imh-20220907                          XSD     13K 
12: JSON        XBRL Instance as JSON Data -- MetaLinks               27±    35K 
13: ZIP         XBRL Zipped Folder -- 0001104659-22-100478-xbrl      Zip     47K

‘8-K/A’ — Amendment to Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX: C: C: C: C: C: C: C: C: C:

i 0001000298 i true 0001000298 2022-09-07 2022-09-07 0001000298 us-gaap:CommonStockMember 2022-09-07 2022-09-07 0001000298 us-gaap:PreferredStockMember 2022-09-07 2022-09-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 8-K/A

Amendment No. 1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) i September 7, 2022

i Impac Mortgage Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

i Maryland

(State or Other Jurisdiction of Incorporation)

i 1-14100	i 33-0675505
(Commission File Number)	(IRS Employer Identification No.)

i 19500 Jamboree Road, i Irvine, i California	i 92612
(Address of Principal Executive Offices)	(Zip Code)

( i 949) i 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):

i ¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 i ¨

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	Trading Symbols	Name of each exchange on which registered
i Common Stock, $0.01 par value	i IMH	i NYSE American
i Preferred Stock Purchase Rights	i IMH	i NYSE American

Explanatory Note

i This Form 8-K/A is being filed to correct the website address previously provided to the Series B Preferred Class, as defined below. No other changes have been made to the originally filed 8-K.

Item 8.01

Other Events

This Form 8-K is being filed by Impac Mortgage Holdings, Inc. (the “Company”) to satisfy certain orders of the Circuit Court of Baltimore City regarding notice in the matter Curtis J. Timm, et. al. v. Impac Mortgage Holdings, Inc. et. al., Case No. 24-C-11-008391 (“Maryland Action”).

On August 8, 2022, the Circuit Court, Judge Lawrence P. Fletcher-Hill, entered an Amended Order Certifying Class and Providing for Class Notice and Final Hearing (“Class Certification Order”), which certified a class of all owners of the Company’s Series B Preferred stock from the close of the tender offer on June 29, 2009 to the date Final Judgment in the Maryland Action attains finality (“Series B Preferred Class”). On August 29, 2022, the Circuit Court approved the form and contents of a notice to the members of the Series B Preferred Class (the “Notice to Series B Preferred Class”).

The Notice to Series B Preferred Class, as well as the complaints and primary papers in the Maryland Action, including the Circuit Court’s opinions and orders, are available for review on the Class Notice website at www.impacmortgageholdingsseriesbpreferredclassaction.com, and on the Company’s website at https://ir.impaccompanies.com/series-b-preferred-class-action.

If you have any questions about the Maryland Action, the Notice to Series B Preferred Class, the proposed Final Judgment or the Final Hearing (each as defined in the Class Certification order), you should consult your own counsel, or direct your questions to Plaintiffs’ Class Counsel, John B. Isbister, Daniel S. Katz, or Tydings & Rosenberg LLP, in the Maryland Action, at 1 East Pratt St., Suite 901, Baltimore, MD 21202. The Class Certification Order and Notice to Series B Preferred Class are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference.

Item 9.01

Exhibits

Exhibit Number

99.1	Amended Order Certifying Class and Providing for Class Notice and Final Hearing, dated August 8, 2022.

99.2	Notice of Pendency of Class Action, Proposed Judgment, Final Hearing and Right to Appear and Object, dated August 29, 2022.

104	Cover Page Interactive Data File (embedded within the XBRL document).

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.

	IMPAC MORTGAGE HOLDINGS, INC.

Date: September 15, 2022

	By:	/s/ *Joe Joffrion*
	Name:	Joe Joffrion
	Title:	Senior Vice President and General Counsel

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K/A’ Filing	Date	Other Filings

Filed on:	9/15/22
For Period end:	9/7/22	8-K
	8/29/22	8-A12B/A, 8-K, PRER14A, S-4/A, SC TO-C
	8/8/22
	6/29/09	4, 8-K
		List all Filings

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Filing Submission 0001104659-22-100478 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)