UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

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

~~Date~~PURSUANT ofTO ~~report~~SECTION 13 OR 15(~~Date of~~d) OF ~~earliest~~THE ~~event~~SECURITIES ~~reported)~~EXCHANGE ~~December~~ACT ~~15,~~OF ~~2022~~1934

Date of report (Date of earliest event reported) January 18, 2023

Impac Mortgage Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

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

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

(949) 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):

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

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

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

¨	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 ¨

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
Common Stock, $0.01 par value	IMH	NYSE American
Preferred Stock Purchase Rights	IMH	NYSE American

Item 18.0201 ~~Termination~~Other ~~of Material Definitive Agreement~~Events

On ~~December~~ 15January 18, ~~2022~~2023, ~~Impac~~the ~~Funding~~period ~~Corporation,~~to aappeal ~~California~~the Final ~~corporation~~Judgment Order (the “~~IFC~~Final Order”) ~~and~~issued aby ~~wholly-owned~~the ~~subsidiary~~Circuit Court of ~~Impac Mortgage~~Baltimore ~~Holdings, Inc., a Maryland corporation~~ (the “~~Company~~Circuit Court”), on ~~and~~December ~~Jacaranda~~16, ~~Holdings~~2022, ~~LLC~~in (the ~~“Landlord”), entered~~matter ~~into~~Curtis aJ. ~~Lease~~Timm, ~~Termination~~et ~~Agreement~~al. ~~(the~~v ~~“Termination~~Impac ~~Agreement”)~~Mortgage ~~relating~~Holdings, toInc., ~~the~~et ~~lease~~al. (the “~~Lease~~Maryland Action”), ~~for~~expired ~~the~~and ~~Company’s~~became ~~primary~~final ~~executive, administrative~~ and ~~operations~~non-appealable. ~~offices~~Pursuant ~~located~~to atthe ~~19500~~Final ~~Jamboree Road~~Order, ~~Irvine,~~Impac ~~California~~Mortgage ~~(the “Premises”). The Lease~~Holdings, ~~as amended~~Inc., ~~was~~a ~~originally~~Maryland ~~entered~~corporation ~~into in March 2005, and~~ (the ~~Premises currently consists~~“Company”) ofwill ~~approximately~~make ~~120,000~~certain ~~sq.~~cash ~~ft.~~and ~~IFC~~stock ~~entered~~distributions ~~into~~to the ~~Termination~~former ~~Agreement~~holders asof ~~part~~shares of the Company’s ~~previously~~9.375% ~~announced~~Series B Cumulative Redeemable ~~goal~~Preferred toStock, ~~reduce~~par ~~business~~value ~~expenses~~$0.01 toper ~~align~~share ~~with~~(the ~~lower~~“Series ~~projected~~B ~~mortgage~~Preferred ~~originations~~Stock”), ~~for~~as ~~the~~further ~~foreseeable future~~described below.

~~Pursuant to~~Cash the Termination Agreement, IFC and Landlord have agreed to terminate the Lease on January 31, 2023, in lieu of the Lease’s original expiration date of September 30, 2024. In accordance with the terms of the Termination Agreement, on December 16, 2022, IFC paid to Landlord the termination consideration of $3,000,000, among other required action items. The Company estimates that the amount of base rent, CAM charges, storage, parking and any other miscellaneous charges that would have been payable by IFC during the final twenty (20) months of the original Lease term would have been in excess of $8,800,000. The foregoing description is qualified in its entirety by the terms of the Termination Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-k and incorporated herein by reference.Distribution

~~The~~In ~~Company~~connection ~~recently~~with ~~entered~~the ~~into~~Maryland aAction, ~~new~~it ~~sub-sublease~~was previously ~~agreement,~~determined ~~which~~that the Company is ~~subject~~required to ~~consent/approval,~~pay an amount on shares of its Series B Preferred Stock equal to the dividend amount on the Series B Preferred Stock for ~~approximately~~the 18second,~~900~~ ~~sq.~~third ~~ft.~~ and fourth quarters of ~~executive~~2009, ~~administrative~~in ~~and~~the ~~operations~~aggregate ~~workspace~~amount of $1,169,985.94 (the “~~New~~2009 Dividend ~~Lease~~Amount”). ~~Such~~Pursuant ~~New~~to ~~Lease’s~~the ~~term~~Final Order, ifthe ~~finalized,~~Circuit ~~would~~Court ~~end July~~will ~~31,~~issue ~~2025,~~a ~~and~~further ~~the~~Order ~~total~~directing ~~gross~~the ~~base~~Clerk ~~rent~~of ~~and~~the ~~CAM~~Circuit Court ~~charges~~to ~~during~~distribute the ~~entire~~2009 ~~term~~Dividend ~~would~~Amount, ~~total~~currently ~~approximately~~held ~~$800~~in the Court’s registry,~~000.~~ as follows:

~~Item 2~~· $400,985.0441 ~~Triggering~~of ~~Events~~the ~~that~~2009 ~~Accelerate~~Dividend orAmount ~~Increase~~to aLead ~~Direct~~Counsel, ~~Financial~~Tydings ~~Obligation~~and Rosenberg LLP (“Lead Counsel”) for the benefit of Plaintiff Camac and/or anLead ~~Obligation~~Counsel ~~under~~for anattorneys’ ~~Off-Balance~~fees, ~~Sheet~~litigation ~~Arrangement~~expenses, notice administrator fees and incentive awards.

~~The information~~· ~~set~~$52,330.62 ~~forth~~of ~~under~~the ~~Item~~2009 ~~1.02~~Dividend isAmount ~~incorporated~~to ~~herein~~Costello byLaw ~~reference~~Group (“Timm Counsel”), for the benefit of Plaintiff Timm and/or Timm Counsel, for attorneys’ fees, litigation expenses, reimbursements and incentive awards.

~~Item 5.03~~· ~~Amendments~~The balance of the 2009 Dividend Amount, in the amount of $716,669.91 to ~~Articles~~the former holders of ~~Incorporation~~Series orB ~~Bylaws;~~Preferred ~~Change~~Stock inwho ~~Fiscal~~held ~~Year~~shares of Series B Preferred Stock as of the close of business on August 15, 2022 (the “Record Date”), pro rata based on the number of shares of Series B Preferred Stock owned on the Record Date as a percentage of the total number of shares of Series B Preferred Stock held by such former holders on such date.

On December 16, 2022, the Company filed Articles Supplementary (the “Articles Supplementary”) with the State Department of Assessments and Taxation of Maryland to reclassify and designate all authorized shares of the Company’s 9.375% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share, and all of the authorized shares of the Company’s 9.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, none of which are currently outstanding, as additional shares of the Company’s preferred stock, $0.01 par value per share (the “Preferred Stock”), without further designation as to class or series. The Articles Supplementary became effective upon filing on December 16, 2022. Following this reclassification, the Company is authorized to issue pursuant to its charter an aggregate of 165,000,000 shares of common stock, par value $0.01 per share, and 45,000,000 shares of Preferred Stock, of which 2,500,000 shares are designated as Series A-1 Junior Participating Preferred Stock, par value $0.01 per share, and 35,000,000 shares are designated as 8.25% Series D Cumulative Redeemable Preferred Stock, par value $0.01 per share. The foregoing ~~description~~cash ~~does~~distributions ~~not~~will ~~purport to~~ be ~~complete~~made ~~and is qualified in its entirety~~ by ~~reference to~~ the ~~full text of the Articles Supplementary~~Company, ~~which is filed as Exhibit 3.1 to this Current Report~~ on ~~Form 8-K and~~or before ~~incorporated~~February ~~herein by~~17, ~~reference~~2023.

~~Item~~Stock ~~9.01. Financial Statements and Exhibits.~~Distribution

As previously disclosed in connection with the Company’s previously announced exchange offers, the Company was ordered to deposit (di) ~~Exhibits~~ 13,311,840 shares of the Company’s 8.25% Series D Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “New Preferred Shares”), and (ii) 4,437,280 shares of the Company’s Common Stock, par value $0.01 per share (the “Common Shares”) into an escrow account in the custody of American Stock Transfer & Trust Company, LLC (“AST”), the Company’s escrow agent (the “Stock Escrow”), as a source for an award of attorney's fees, expenses or other monetary award to be deducted and paid to legal counsel in the Maryland Action, with any remainder to be paid to certain former holders of the Company's Series B Preferred Stock.

Exhibit Number		Description
3.1		Articles Supplementary to Company’s Charter reclassifying and designating all authorized shares of the Company’s 9.375% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share, and 9.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share as additional shares of the Company’s Preferred Stock.
10.1		Lease Termination Agreement, dated December 15, 2022, by and between Impac Funding Corporation and Jacaranda Holdings, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the Final Order, the Circuit Court awarded attorneys’ fees to Lead Counsel in the amount of 6,156,726 New Preferred Shares (the “Lead Counsel Shares”) to be distributed to Lead Counsel from the New Preferred Shares currently held in the Stock Escrow. In addition, the Circuit Court ordered that any New Preferred Shares remaining in the Stock Escrow following the disbursement of the Lead Counsel Shares to Lead Counsel (i.e. 7,155,114 shares) and all of the Common Shares currently held in the Stock Escrow be distributed to the former holders of Series B Preferred Stock who held shares of Series B Preferred Stock as of the close of business on October 20, 2022 (the “Expiration Date”).

~~SIGNATURES~~Any fractional Common Shares remaining after such distribution shall be combined and sold by brokers holding such shares on behalf of their beneficial owners on the NYSE American, and the cash proceeds distributed pro rata to such former holders of shares of Series B Preferred Stock, in accordance with the number of shares of Series B Preferred Stock held by each such holder as of the Expiration Date.

~~Pursuant~~The toforegoing ~~the~~distributions ~~requirements~~will ofbe ~~the~~made ~~Securities~~by ~~Exchange Act of 1934,~~ the ~~registrant~~Company ~~has duly caused this report to be signed~~ on ~~its~~or ~~behalf~~before February by17, ~~the undersigned hereunto duly authorized~~2023.

	IMPAC MORTGAGE HOLDINGS, INC.
Date: December 21, 2022
	By:	/s/ Joseph Joffrion
	Name:	Joseph Joffrion
	Title:	General Counsel

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: January 24, 2023

	By:	/s/ Joseph Joffrion
	Name:	Joseph Joffrion
	Title:	General Counsel

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