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 28, 2024
(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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, Suite 303
(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.
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
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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
Exhibit 5.1
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750 E. PRATT STREET SUITE 900 BALTIMORE, MD 21202
T 410.244.7400 F 410.244.7742 www.Venable.com
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August 28, 2024
Cherry Hill Mortgage Investment Corporation
1451 Route 34, Suite 303
Farmingdale, NJ 07727
Re: Registration Statement on Form S-3 (File No. 333-281317)
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
$150,000,000 (of which approximately $95,224,253 had been sold prior to the date hereof), 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 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 Second
Amended and Restated 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 registration, sale and issuance of the Shares, certified as of the date hereof by an officer of the Company;
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Cherry Hill Mortgage
Investment Corporation
August 28, 2024
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. Certain
terms of the Shares to be issued by the Company from time to time will be authorized and approved by the Board or a duly authorized committee thereof, or by the Authorized Officers, in accordance with the Maryland General Corporation Law,
the Charter and the Resolutions (with such approvals referred to hereinafter as the “Corporate Proceedings”) prior to the issuance thereof.
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Cherry Hill Mortgage
Investment Corporation
August 28, 2024
Page 3
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.
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 issued and delivered by the Company against payment therefor in accordance with the Registration Statement, the Resolutions
and the Corporate Proceedings, 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
federal law or the laws of any other jurisdiction. We express no opinion as to compliance with 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 in the prospectus supplement. 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