TPG Mortgage Investment Trust, Inc 8-K, filed Mar 18, 2021
TPG Mortgage Investment Trust, Inc. (MITT)
8-K
2021-03-18
For: 2021-03-18
View Original
Added on
April 06, 2026
About this 8-K
TPG Mortgage Investment Trust, Inc filed this 8-K on March 18, 2021.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
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 18, 2021 (March 17, 2021)
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices)
Registrant's telephone number, including area code: (212 ) 692-2000
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(Former Name or Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| 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: | |||||||||||||||||
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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. ☐
Item 3.02 Unregistered Sales of Equity Securities.
On March 17, 2021, AG Mortgage Investment Trust, Inc. (the "Company") agreed to issue an aggregate of 2,812,388 shares of its common stock, par value $0.01 per share (the "Common Stock"), in exchange for 153,325 shares of 8.25% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, and 350,609 shares of 8.00% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (collectively, the "Preferred Stock"), pursuant to a privately negotiated exchange agreement entered into with an existing holder of the Preferred Stock. Subject to closing, the Preferred Stock exchanged pursuant to the exchange agreement will be reclassified as authorized but unissued shares of preferred stock without designation as to class or series and the Company will have outstanding 46,438,439 shares of Common Stock.
The Common Stock was issued in reliance upon the exemption set forth in Section 3(a)(9) of the Securities Act of 1933 for securities exchanged by the issuer and an existing security holder where no commission or other remuneration is paid or given directly or indirectly by the issuer for soliciting such exchange.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
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.
| Date: March 18, 2021 | AG MORTGAGE INVESTMENT TRUST, INC. | |||||||
| By: | /s/ CHRISTOPHER D. MOORE | |||||||
| Name: Christopher D. Moore | ||||||||
| Title: General Counsel and Secretary | ||||||||