IMPAC MORTGAGE HOLDINGS,INC. (NYSEMKT:IMH) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive
Agreement.

On April18, 2017,Impac Mortgage Holdings,Inc., a Maryland
corporation (the Company), and certain purchasers entered
into a securities purchase agreement, to which the Company sold
$56.0 million worth of shares of its common stock in a registered
direct offering (the Offering) at a price of $12.66 per
share. In the Offering, the Company issued an aggregate of
4,423,381 shares of common stock (the Shares).

The Shares sold in the Offering were issued to the Companys
effective shelf registration statement on FormS-3 (Registration
No.333-215199) previously filed with the Securities and Exchange
Commission (the SEC), in accordance with the provisions of
the Securities Act of 1933, as amended (the Securities
Act) as supplemented by a prospectus supplement dated
April18, 2017, which the Company filed with the SEC to
Rule424(b)(5)under the Securities Act.

The net proceeds to the Company from the Offering are expected to
be approximately $55.4 million after deducting the financial
advisory fee and estimated aggregate offering expenses payable by
the Company. The Company intends to use the net proceeds from the
Offering for general corporate purposes, including general
administrative expenses and working capital and capital
expenditures, development costs, strategic investments or
possible acquisitions, or repayment of debt. We have no present
understandings, commitments or agreements to enter into any
acquisitions. The Company also entered into a Financial Advisory
Agreement with JMP Securities LLC (JMP) further to which
the Company agreed to pay JMP an advisory fee in connection with
the Offering.

This Current Report on Form8-K shall not constitute an offer to
sell or a solicitation of an offer to buy any Shares, nor shall
there be any sale of the Shares in any state or jurisdiction in
which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such state or other jurisdiction.

The agreements are filed as Exhibits 10.1 and 10.2 to this
Current Report on Form8-K and are incorporated herein by
reference. The foregoing description of the Agreements and the
transactions contemplated thereby is qualified in its entirety by
reference to Exhibits 10.1 and 10.2.

This report is being filed for the purpose of filing Exhibit5.1
and Exhibit23.1 as exhibits to the Registration Statement and
such exhibits are hereby incorporated by reference into the
Registration Statement.

Item 7.01 Regulation FD.

On April18, 2017, the Company issued a press release announcing
the Offering. A copy of the press release is filed as Exhibit99.1
to this report and is incorporated herein by reference.

About IMPAC MORTGAGE HOLDINGS, INC. (NYSEMKT:IMH)

Impac Mortgage Holdings, Inc. is an independent residential mortgage lender. The Company operates through three segments: Mortgage Lending, Real Estate Services and Long-Term Mortgage Portfolio. It originates, sells and services conventional, conforming agency and Government insured residential mortgage loans. Its Real Estate Services segment provides various real estate related services and loss mitigation services, including managing distressed mortgage portfolios and foreclosed real estate assets; surveillance services for residential and multifamily mortgage portfolios; loan modification services, and the master servicing on various residential mortgage and multifamily loan pools for loans. It manages its long-term mortgage portfolio, which consists of residual interests in the securitization trusts reflected as trust assets and liabilities. Its Corporate segment includes corporate services groups, such as information technology, human resources, legal, facilities and accounting.

IMPAC MORTGAGE HOLDINGS, INC. (NYSEMKT:IMH) Recent Trading Information

IMPAC MORTGAGE HOLDINGS, INC. (NYSEMKT:IMH) closed its last trading session up +0.14 at 12.76 with 54,926 shares trading hands.