NEW YORK MORTGAGE TRUST INC: Amendments to Articles or Rules; Year change, other events, financial statements and exhibits (Form 8-K)
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Tax change
A copy of the Supplemental Series G Items is filed as Exhibit 3.1 to this current Report on Form 8-K, and the information contained in the
Additional Series G articles are incorporated into this Section 5.03 by reference. The description of the Additional G-Series Additional Item Terms in this Section 5.03 is qualified in its entirety by reference to Schedule 3.1 hereof and
Item 8.01. Other Events.
Pursuant to the Amended Share Distribution Agreement, the Company may offer and sell (i) 8.00% Series D Fixed-Floating Cumulative Redeemable Preferred Shares of the Company, Liquidation Preference
per share, par value
under ATM’s preferred stock program.
The Offered Preferred Shares will be issued pursuant to the Company’s automatic shelf registration statement filed with the
The foregoing description of certain provisions of Amendment No. 3 is not intended to be complete and is qualified in its entirety by reference to Amendment No. 3 filed as Exhibit 1.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
In connection with the filing of Amendment No. 3, the Company files as Exhibits 5.1 and 8.1 to this Current Report on Form 8-K the opinion of its
This current report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy securities, and there will be no sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01. Financial statements and supporting documents.
(d) Exhibits. The following exhibits are filed with this current report on Form 8-K.
Exhibit No. Description 1.1 † Amendment No. 3 to Equity Distribution Agreement dated
March 2, 2022, by and between the Company and JonesTrading Institutional Services LLC. 3.1 † Articles Supplementary classifying and designating 2,000,000 additional shares of Series G Preferred Stock. 3.2 Articles Supplementary of New York Mortgage Trust, Inc.classifying and designating the 7.000% Series G Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.10 to the Company's Registration Statement on Form 8-A, filed on November 23, 2021). 5.1 † Opinion of Venable LLPregarding the validity of the Offered Preferred Shares. 8.1 † Opinion of Vinson & Elkins L.L.P.regarding tax matters. 23.1 Consent of Venable LLP(included in Exhibit 5.1 hereto). 23.2 Consent of Vinson & Elkins L.L.P.(included in Exhibit 8.1 hereto). 104 Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document.
† Filed herewith. 3
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