TPG Mortgage Investment Trust, Inc 8-K, filed Jun 14, 2021
TPG Mortgage Investment Trust, Inc. (MITT)
8-K
2021-06-14
For: 2021-06-14
View Original
Added on
April 06, 2026
About this 8-K
TPG Mortgage Investment Trust, Inc filed this 8-K on June 14, 2021.
Items reported
- Item 3.02: Unregistered sale of equity
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): June 14, 2021
(Exact name of registrant as specified in its charter)
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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).
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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 June 14, 2021, AG Mortgage Investment Trust, Inc. (the "Company") agreed to issue an aggregate of 1,289,406 shares of its common stock, par value $0.01 per share (the "Common Stock"), in exchange for an aggregate of 86,478 shares of 8.00% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share, and 154,383 shares of 8.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (collectively, the "Preferred Stock"), pursuant to privately negotiated exchange agreements entered into with certain existing holders of the Preferred Stock. Subject to closing, the Preferred Stock exchanged pursuant to the exchange agreements will be reclassified as authorized but unissued shares of preferred stock without designation as to class or series and the Company will have outstanding 48,462,165 shares of Common Stock.
The Common Stock to be issued pursuant to the exchange agreements will be 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 existing security holders where no commission or other remuneration is paid or given directly or indirectly by the issuer for soliciting such exchange.
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: June 14, 2021 | AG MORTGAGE INVESTMENT TRUST, INC. | |||||||
| By: | /s/ JENNY B. NESLIN | |||||||
| Name: Jenny B. Neslin | ||||||||
| Title: General Counsel and Secretary | ||||||||