UNITED STATES
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 26, 2021
(Exact name of registrant as specified in its charter)
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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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(Address of principal executive offices, including zip code)
(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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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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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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| Item 8.01. |
Other Information.
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On August 25, 2021, Cherry Hill Mortgage Investment Corporation (the “Company”) entered into separate amendments (the “Amendments”) to the At Market
Issuance Sales Agreements, each dated August 31, 2018 (the “Sales Agreements”), between the Company and each of JMP Securities LLC and B. Riley Securities, Inc. (the “Sales Agents”). Under the Sales Agreements, the Company may issue and sell up to
an aggregate of $50.0 million in shares of its common stock from time to time through the Sales Agents. Prior to the date of this Current Report on Form 8-K, the Company issued and sold an aggregate of approximately $19.6 million in shares of its
common stock through the Sales Agents. These shares were offered and sold pursuant to a prospectus supplement, dated August 31, 2018, and a base prospectus, dated December 4, 2017 (the ‘‘Prior ATM Prospectus’’).
The Amendments amend the Sales Agreements to provide that the shares of common stock issuable from time to time pursuant to the Sales Agreement will be
offered and sold pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-251078), which was declared effective by the Securities and Exchange Commission (the “SEC”) on August 6, 2021.
In connection with the entry into the Amendments, the Company filed a new prospectus supplement, dated August 25, 2021, to the prospectus, dated August
6, 2021, with the SEC. The new prospectus supplement relates to the offer and sale from time to time of up to $30.4 million in shares of the Company’s common stock through the Sales Agents.
In connection with the Company’s entry into the Amendments and the filing of the new prospectus supplement, the Company is filing as Exhibit 5.1 to
this Current Report on Form 8-K the opinion of its Maryland counsel, Venable LLP.
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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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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
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Date: August 26, 2021
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Exhibit 5.1
August 25, 2021
Cherry Hill Mortgage Investment Corporation
1451 Route 34, Suite 303
Farmingdale, New Jersey 07727
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Re:
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Registration Statement on Form S-3 (File No. 333-251078)
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Ladies and Gentlemen:
We have served as Maryland counsel to Cherry Hill Mortgage Investment Corporation, a Maryland corporation (the “Company”), in connection with certain
matters of Maryland law relating to the registration, issuance and sale of shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company having a maximum aggregate offering price of $30,400,000, from time to
time in at-the-market offerings, covered by the above-referenced Registration Statement and all amendments thereto (collectively, the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Registration Statement and the related
form of prospectus included therein and the supplement thereto, each substantially in the form in which it was transmitted to the Commission under the Securities Act;
2. The charter of the Company (the “Charter”),
certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3. The Bylaws of the Company, certified as of
the date hereof by an officer of the Company;
4. A certificate of the SDAT as to the good
standing of the Company, dated as of a recent date;
5. Resolutions (the “Resolutions”) adopted by
the Board of Directors of the Company (the “Board”) relating to, among other matters, (i) the sale and issuance of the Shares and (ii) the delegation to designated officers of the Company (the “Authorized Officers”) of the power to determine the
number and price of the Shares and certain other matters in connection with the sale and issuance of the Shares, subject to the Resolutions, certified as of the date hereof by an officer of the Company;
Cherry Hill Mortgage Investment Corporation
August 25, 2021
Page 2
6. A certificate executed by an officer of the
Company, dated as of the date hereof; and
7. Such other documents and matters as we have
deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the
Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each individual executing any of the
Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the
Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in
accordance with all stated terms.
4. All Documents submitted to us as originals
are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us
as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties,
statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action
or omission of the parties or otherwise.
5. The Shares will not be issued or
transferred in violation of the restrictions on transfer and ownership contained in Article VII of the Charter.
6. Prior to the issuance of any of the Shares,
the Board or the Authorized Officers will determine the price and certain other terms of issuance of such Shares in accordance with the Resolutions, the Maryland General Corporation Law and the Charter (the “Corporate Proceedings”).
7. Upon the issuance of any of the Shares, the
total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.
Cherry Hill Mortgage Investment Corporation
August 25, 2021
Page 3
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly
incorporated and validly existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the
Shares has been duly authorized and, when and if delivered against payment therefor in accordance with the Registration Statement, the Corporate Proceedings and the Resolutions, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws
regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.
The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly
stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the
Commission as an exhibit to the Company’s Current Report on Form 8-K (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and
the said incorporation by reference and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ Venable LLP