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): November 9, 2020

HARTMAN SHORT TERM INCOME PROPERTIES XX, INC.

(Exact name of registrant as specified in its charter)

Maryland	333-185336	26-3455189
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
2909 Hillcroft, Suite 420, Houston, Texas		77057
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (713) 467-2222

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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 x

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. x

Item 7.01 Regulation FD Disclosure.

On November 6, 2020, Hartman Short Term Income Properties XX, Inc. (the "Company") distributed a press release announcing that the Boards of Directors of the Company and Hartman vREIT XXI, Inc. ("vREIT XXI") have affirmatively voted to merge the Company with and into vREIT XXI, with vREIT XXI as the surviving company. Previously the Boards had established special committees to consider the potential merger and after deliberation, determined that a merger would be to the benefit of the shareholders of both parties.The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

On November 9, 2020, the Company distributed a press release announcing that Mark T. Torok, COO, General Counsel and Corporate Secretary of the Company, has been selected to succeed Allen Hartman as CEO upon Mr. Hartman's stepping down from the role. An official timetable has not been established, but the parties anticipate a long transition period, with Mr. Hartman remaining as Chairman of the Board. The full text of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for the purpose of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Description
99.1	Press Release - Hartman vREIT XXI, Inc. and Hartman XX Merger
99.2	Press Release - CEO Succession

SIGNATURE

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 thereunto duly authorized.

	HARTMAN vREIT XXI, INC.
Date: November 9, 2020	By:	/s/ Louis T. Fox, III
		Louis T. Fox, III
		Chief Financial Officer

EX-99.1

Hartman XX and vREIT XXI Announces Intention for Merger

November 6, 2020. Hartman Short Term Income Properties XX, Inc. (“Hartman XX”) and Hartman vREIT XXI, Inc. (“vREIT XXI”) announced today that the Boards of the respective companies have affirmatively voted to merge Hartman XX into and with vREIT XXI, with vREIT XXI as the surviving company. Previously the Boards had established special committees to consider the potential merger and after deliberation, determined that a merger would be to the benefit of the shareholders of both parties.

Al Hartman, CEO of both companies said today, “The merger of these two publicly registered non-traded REITs will create a significantly larger base of assets and synergies that will increase shareholder value for both companies and move all of the Hartman publicly registered programs to a perpetual REIT model, where shareholders can redeem their shares at NAV and also allow us to offer multiple options and share classes for new investors. We are excited with this merger as it positions Hartman for the next decade.”

The parties anticipate a stock-for-stock consideration, but terms of the merger are still in negotiations between the parties but are expected to be reached in the next few months as new NAV’s are calculated for the companies. An S-4 proxy and registration statement will be filed with the SEC and a shareholder vote is tentatively scheduled for the last part of the second quarter or third quarter, 2021, depending on federal and state regulatory approvals.

About Hartman[i]

Hartman has extensive experience acquiring, owning, managing, and leasing commercial office, retail, light industrial and warehouse properties located in Texas. Since 1983, Hartman and its affiliated entities have sponsored 23 programs and acquired interests in more than 100 real property assets totaling approximately $800 million as of December 31, 2019.

Forward-Looking Statement: This press release contains certain forward-looking statements. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements and you should not place undue reliance on any such statements. Several important factors could cause actual results to differ materially from the forward-looking statements contained in this material. Such factors include those described in the Risk Factors sections of the annual report on Form 10-K for Hartman XX and Hartman XXI and other reports filed with the Securities and Exchange Commission. Forward-looking statements in this press release speak only as of the date on which such statements were made, and the company undertakes no obligation to update any such statements that may become untrue because of subsequent events. Such forward-looking statements are subject to the safe harbor protection for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN OR DESCRIBED ELSEWHERE. AN OFFERING IS MADE ONLY BY PROSPECTUS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) OR PURSUANT TO A VALID EXEMPTION. A COPY OF THE CURRENT PROSPECTUS OR OFFERING DOCUMENT MUST BE MADE AVAILABLE TO YOU IN CONNECTION WITH ANY OFFERING AND SHOULD BE READ IN ORDER TO MORE FULLY UNDERSTAND THE IMPLICATIONS AND RISKS OF THE OFFERING TO WHICH IT RELATES. NON-TRADED REIT INVESTMENTS ARE NOT SUITABLE FOR ALL INVESTORS. INFORMATION ABOUT INVESTING IN A SPECIFIC NON-TRADED REIT

MUST BE ACCOMPANIED BY A PROSPECTUS, WHICH SHOULD BE READ PRIOR TO INVESTING.

Neither the SEC nor any other U. S. state or federal regulator has passed on or endorsed the merits of any offering or securities described herein or confirmed the adequacy or accuracy of the prospectus. Any representation to the contrary is unlawful. All information contained in this material is qualified in its entirety by the terms of a current prospectus. Investors should consider a program’s investment objectives, risks, charges, and expenses before investing. The achievement of any goals is not guaranteed. For more complete information about investing in any program, including risks, charges, and expenses, refer to the program’s prospectus. Securities offered through D.H. Hill Securities, LLLP, Member FINRA/SIPC, 1543 Green Oak Place, Suite 100, Kingwood, TX 77339. 800.880.2212.

[i] Hartman refers to Allen R Hartman and subsidiaries and affiliates.

EX-99.2

Hartman Announces CEO Succession Plan

November 6, 2020 (Houston)—Allen Hartman, CEO of the Hartman family of non-traded REITs, announced to the company that Mark T. Torok, currently COO, General Counsel, and Corporate Secretary, has been selected to succeed him as CEO when he steps down as CEO. An official timetable has not been established for the change, but the parties anticipate a long transition period. Mr. Hartman will remain as Chairman of the Board of the various companies.

Mark Torok brings over 30 years of regulatory, compliance, securities and real estate experience to the position and he is intimately familiar with the organization’s operations as General Counsel. Mr. Torok began his career with regulatory stints at the Oregon and Pennsylvania insurance departments as an administrative law judge and has worked at Erie Indemnity Company (where he was instrumental in their listing on the NASDAQ national securities exchange in 1995) USAA (where he was director of regulatory compliance), Argonaut Insurance Group (where he was Chief Compliance Officer) and in private practice focused on real estate, securities and business law. He was a frequent lecturer to diverse audiences on real estate and asset protection, and appeared on ABC, NBC, CBS and Fox affiliates as a “New Master of Real Estate.” He is a co-author of the Amazon best seller, Protect and Defend (Your business, Family and Wealth) (Celebrity Press, 2012) He joined Hartman as a securities attorney in June 2015 and became General Counsel and Corporate Secretary in 2016. He holds a BA in Economics from Gettysburg College, a Juris Doctor degree from Willamette University College of Law and FINRA series 7, 24 and 63 securities licenses.

“Mark has proven himself as a strong leader and valued member of the executive management team. His insights and practical problem solving have proven invaluable to our organization. We believe he will add significantly to the companies as we move forward to our ambitious growth goals in the future,” said current CEO Allen Hartman.

About Hartman[i]

Hartman has extensive experience acquiring, owning, managing, and leasing commercial office, retail, light industrial and warehouse properties located in Texas. Since 1983, Hartman and its affiliated entities have sponsored 23 programs and acquired interests in more than 100 real property assets totaling approximately $800 million as of December 31, 2019.

Forward-Looking Statement: This press release contains certain forward-looking statements. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements and you should not place undue reliance on any such statements. Several important factors could cause actual results to differ materially from the forward-looking statements contained in this material. Such factors include those described in the Risk Factors sections of the annual report on Form 10-K for Hartman XX Hartman XXI and other reports filed with the Securities and Exchange Commission. Forward-looking statements in this press release speak only as of the date on which such statements were made, and the company undertakes no obligation to update any such statements that may become untrue because of subsequent events. Such forward-looking statements are subject to the safe harbor protection for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

THIS IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES DESCRIBED HEREIN OR DESCRIBED ELSEWHERE. AN OFFERING IS MADE ONLY BY PROSPECTUS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) OR PURSUANT TO A VALID EXEMPTION. A COPY OF THE CURRENT PROSPECTUS OR OFFERING DOCUMENT MUST BE MADE AVAILABLE TO YOU IN CONNECTION WITH ANY OFFERING AND SHOULD BE READ IN ORDER TO MORE FULLY UNDERSTAND THE IMPLICATIONS AND RISKS OF THE OFFERING TO WHICH IT RELATES. NON-TRADED REIT INVESTMENTS ARE NOT SUITABLE FOR ALL INVESTORS. INFORMATION ABOUT INVESTING IN A SPECIFIC NON-TRADED REIT MUST BE ACCOMPANIED BY A PROSPECTUS, WHICH SHOULD BE READ PRIOR TO INVESTING.

Neither the SEC nor any other U. S. state or federal regulator has passed on or endorsed the merits of any offering or securities described herein or confirmed the adequacy or accuracy of the prospectus. Any representation to the contrary is unlawful. All information contained in this material is qualified in its entirety by the terms of a current prospectus. Investors should consider a program’s investment objectives, risks, charges, and expenses before investing. The achievement of any goals is not guaranteed. For more complete information about investing in any program, including risks, charges, and expenses, refer to the program’s prospectus. Securities offered through D.H. Hill Securities, LLLP, Member FINRA/SIPC, 1543 Green Oak Place, Suite 100, Kingwood, TX 77339. 800.880.2212.

[i]Hartman refers to Allen R. Hartman and subsidiaries and affiliates.