Explanatory Note
On August 9, 2024, Invesco Mortgage Capital, Inc., a Maryland corporation (the “Company”), IAS Operating Partnership LP, a Delaware limited partnership, and Invesco Advisers, Inc., a Delaware corporation, entered into an Equity Distribution Agreement with BTIG, LLC, Citizens JMP Securities, LLC and JonesTrading Institutional Services LLC (the “Placement Agents”), pursuant to which the Company may sell up to 18,000,000 shares of Common Stock, par value $0.01 per share (the “Common Shares”), from time to time through the Placement Agents or directly to the Placement Agents as principals for their own accounts (the “Common ATM Offering”).
The Common Shares were initially offered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-262861) initially filed on February 18, 2022 (as amended, the “2022 Registration Statement”). On November 6, 2024, the Company filed a new registration statement on Form S-3, which was declared effective by the Securities and Exchange Commission (the “Commission”) on December 4, 2024 (the “Registration Statement”) to replace the expiring 2022 Registration Statement. On December 16, 2024, the Company filed a prospectus supplement pursuant to Rule 424(b)(5) related to the Common Shares that remain unsold pursuant to the Common ATM Offering. This Current Report on Form 8-K (the “Report”) is being filed to provide exhibits to be incorporated by reference into the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits. |
The following exhibits are filed with this Report pursuant to Item 601 of the Commission’s Regulation S-K in lieu of filing the otherwise required exhibits to the Registration Statement. This Report is incorporated by reference into the Registration Statement, and, as such, the Company is incorporating by reference the exhibits to this Report to cause them to be incorporated by reference into the Registration Statement as exhibits thereto. By filing this Report and the exhibits hereto, however, the Company does not believe that any of the information set forth herein or in the exhibits hereto represent, individually or in the aggregate, a “fundamental change” (as such term is used in Item 512(a)(1)(ii) of the Commission’s Regulation S-K) in the information set forth in, and incorporated by reference into, the Registration Statement.
