SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 28, 2024
CHERRY HILL MORTGAGE INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
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Maryland
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001-36099
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46-1315605
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(State or other jurisdiction
of incorporation)
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Commission
File Number:
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(IRS Employer
Identification No.)
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1451 Route 34, Suite 303
Farmingdale, NJ 07727
(Address of principal executive offices, including zip code)
877.870.7005
(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:
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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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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:
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Title of each class
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Trading Symbol(s)
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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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CHMI
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NYSE
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8.20% Series A Cumulative Redeemable Preferred Stock, $0.01 par value
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CHMI-PRA
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NYSE |
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8.250% Series B Fixed-to-Floating Rate Cumulative Redeemable
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CHMI-PRB |
NYSE
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Item 8.01. Other
Information.
On August 28, 2024, Cherry Hill Mortgage Investment Corporation (the “Company”) filed a prospectus supplement relating to
the offer and sale of up to approximately $54.8 million in shares of the Company’s common stock through Citizens JMP Securities, LLC, B. Riley Securities, Inc. and BTIG, LLC, each acting as a sales agent for the Company in connection with the
Company’s existing at-the-market offering program (the “ATM Prospectus Supplement”). The ATM Prospectus Supplement supplements the base prospectus, dated August 26, 2024 (the “Base Prospectus” and together with the ATM Prospectus Supplement, the
“ATM Prospectus”). The ATM Prospectus forms a part of and is included in the Company’s Registration Statement on Form S-3 (Registration No. 333-281317), which was initially filed with the Securities and Exchange Commission on August 6, 2024 and
became effective on August 26, 2024 under the Securities Act of 1933, as amended.
In connection with the filing of the ATM Prospectus, the Company is filing as Exhibit 5.1 to this Current Report on Form 8-K the opinion of Venable LLP, Maryland counsel to the Company, regarding the legality of the shares of common stock being offered and sold by the Company through the
sales agents pursuant to the ATM Prospectus.
Item 9.01. Financial
Statements and Exhibits.
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Exhibit
Number
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Description
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Opinion of Venable LLP, Maryland counsel to the Company
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Consent of Venable LLP (included in Exhibit 5.1)
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
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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CHERRY HILL MORTGAGE INVESTMENT CORPORATION
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By:
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/s/ Michael Hutchby
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Name: Michael Hutchby
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Title: Chief Financial Officer, Treasurer and Secretary |
Date: August 28, 2024