8-K

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): March 1, 2023

NEW YORK MORTGAGE TRUST, INC.

(Exact name of registrant as specified in its charter)

90 Park Avenue

New York, New York 10016

(Address and zip code of

principal executive offices)

Registrant’s telephone number, including area code: (212) 792-0107

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:

☐    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))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (§230.405 of this chapter) or Rule 12b-2 under the Exchange Act (§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. ☐

Item 3.03. Material Modification to Rights of Security Holders.

On March 1, 2023, in connection with the previously announced one-for-four reverse stock split (the “Reverse Stock Split”) of shares of common stock, par value $0.01 per share (the “Common Stock”), of New York Mortgage Trust, Inc. (the “Company”), the Company filed Articles of Amendment to its charter (the “Amendment”) with the Maryland State Department of Assessments and Taxation. The Amendment will take effect as of 12:01 a.m., Eastern Time, on March 9, 2023 (the “Effective Time”). At the Effective Time, every four issued and outstanding shares of Common Stock will be converted into one share of Common Stock, par value $0.04 per share. Effective immediately after the Effective Time, the Amendment will revert the par value of the Common Stock to $0.01 per share. The Reverse Stock Split also effected a proportionate reduction in the Company’s authorized shares of Common Stock from 800,000,000 shares to 200,000,000. The Common Stock will begin trading on a reverse split-adjusted basis on the Nasdaq Global Select Market (“Nasdaq”) beginning on March 9, 2023. The Common Stock will continue trading on the Nasdaq under the symbol “NYMT” with a new CUSIP number (649604840).

Pursuant to the Amendment, no fractional shares will be issued in connection with the Reverse Stock Split. Instead, each stockholder that would hold fractional shares as a result of the Reverse Stock Split will be entitled to receive, in lieu of such fractional shares, cash in an amount based on the closing price of the Common Stock on the Nasdaq on March 8, 2023. The Reverse Stock Split will apply to all outstanding shares of Common Stock and therefore will not affect any stockholder’s ownership percentage of the Common Stock, except for de minimis changes resulting from the payment of cash in lieu of fractional shares. Stockholders of record will receive information from American Stock Transfer & Trust Company, the Company’s transfer agent, regarding their Common Stock ownership following the Reverse Stock Split and, if applicable, payments of cash in lieu of fractional shares. Stockholders who hold their shares of Common Stock in brokerage accounts or in “street name” are not required to take any action in connection with the Reverse Stock Split.

The foregoing description of the Amendment is a summary and is qualified in its entirety by the terms of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure set forth under Item 3.03 above is incorporated herein by reference.

Item 8.01. Other Events.

Adjustment to Equity Plan and Awards

At the Effective Time, the aggregate number of shares of Common Stock issuable under the Company’s 2017 Equity Incentive Plan (the “Plan”) will be ratably adjusted to reflect the Reverse Stock Split. The number of shares of Common Stock issuable pursuant to equity and equity-based awards outstanding under the Plan will also be ratably adjusted at the Effective Time to reflect the Reverse Stock Split.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith this Current Report on Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Document

Exhibit 3.1

NEW YORK MORTGAGE TRUST, INC.

ARTICLES OF AMENDMENT

New York Mortgage Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The charter of the Corporation (the “Charter”) is hereby amended to provide that, at the Effective Time (as defined below), every four shares of Common Stock, $.01 par value per share, of the Corporation, which are issued and outstanding immediately prior to the Effective Time, shall be changed into one issued and outstanding share of Common Stock, $.04 par value per share. No fractional shares of Common Stock of the Corporation will be or remain issued upon such amendment and each stockholder otherwise entitled to a fractional share shall be entitled to receive in lieu thereof cash in an amount equal to the product of the fraction of a share multiplied by the Market Price (as defined in Section 7.1 of the Charter) on the date of the Effective Time.

SECOND: The amendment to the Charter as set forth above has been duly approved by a majority of the Board of Directors of the Corporation as required by the Maryland General Corporation Law (the “MGCL”). Pursuant to Section 2-309(e)(2) of the MGCL, no stockholder approval was required.

THIRD: The Corporation desires to, and does hereby, further amend its Charter pursuant to Section 2-105(a)(13) and Section 2-605(a)(2) of the MGCL to replace Section 6.1 of the Charter with the following, effective immediately after the Effective Time:

“Section 6.1. Authorized Shares. The Corporation has authority to issue 400,000,000 shares of stock, consisting of 200,000,000 shares of Common Stock, $0.01 par value per share (“Common Stock”), and 200,000,000 shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”), of which (i) 8,400,000 shares are classified and designated as 8.00% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share, (ii) 9,900,000 shares are classified and designated as 7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share, (iii) 7,750,000 shares are classified and designated as 6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, and (iv) 5,450,000 shares are classified and designated as 7.000% Series G Cumulative Redeemable Preferred Stock, $0.01 par value per share. The aggregate par value of all authorized shares of stock having par value is $4,000,000. If shares of one class of stock are classified or reclassified into shares of another class of stock pursuant to this Article 6, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this paragraph. The Board of Directors, without any action by the stockholders of the Corporation, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Corporation has authority to issue.”

FOURTH: Immediately prior to the foregoing amendment, the Corporation had authority to issue 1,000,000,000 shares of stock, consisting of 800,000,000 shares of Common Stock and 200,000,000 shares of Preferred Stock, of which (i) 8,400,000 shares were classified and designated as 8.00% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share, (ii) 9,900,000 shares were classified and designated as 7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share, (iii) 7,750,000 shares were classified and designated as 6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, and (iv) 5,450,000 shares were classified and designated as 7.000% Series G Cumulative Redeemable Preferred Stock, $0.01 par value per share. The aggregate par value of all authorized shares of all classes of stock having par value was $10,000,000.

FIFTH: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment is 400,000,000 shares of stock, consisting of 200,000,000 shares of Common Stock and 200,000,000 shares of Preferred Stock, of which (i) 8,400,000 shares are classified and designated as 8.00% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share, (ii) 9,900,000 shares are classified and designated as 7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share, (iii) 7,750,000 shares are classified and designated as 6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, and (iv) 5,450,000 shares are classified and designated as 7.000% Series G Cumulative Redeemable Preferred Stock, $0.01 par value per share. The aggregate par value of all authorized shares of stock having par value is $4,000,000.

SIXTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law is not changed by the foregoing amendment of the Charter.

SEVENTH: These Articles of Amendment shall be effective at 12:01 a.m., eastern time, on March 9, 2023 (the “Effective Time”).

EIGHTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its Chief Financial Officer and attested to by its Chief Operating Officer and Secretary on this 28th day of February, 2023.