UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ASHFORD INC.
(Exact name of registrant as specified in its charter)
|
Nevada |
84-2331507 | |
| (State of incorporation | (I.R.S. Employer | |
| or organization) | Identification No.) |
|
14185 Dallas
Parkway, Suite 1200, Dallas, |
75254 | |
| (Address of principal executive offices) | (Zip Code) |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box: x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box: ¨
Securities Act registration statement file number to which this form relates: Not Applicable.
Securities to be registered pursuant to Section 12(b) of the Act:
|
Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
| Preferred Stock Purchase Rights | NYSE American LLC |
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Each Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered
On August 30, 2022, the Board of Directors (the “Board”) of Ashford Inc. (the “Company”) declared (i) a dividend to the holders of the Company’s Common Stock (the “Common Shares”) outstanding on September 9, 2022 (the “Record Date”) of one preferred share purchase right (a “Right”) for each Common Share and (ii) a dividend to the holders of the Company’s Series D Convertible Preferred Stock (the “Series D Preferred Shares”) outstanding on the Record Date of one Right in respect of each Common Share that is issuable upon conversion of the Series D Preferred Shares as determined under the Certificate of Designation of the Series D Convertible Preferred Stock of Ashford Inc. Each Right is payable on the Record Date and initially entitles the registered holder to purchase from the Company one one-thousandth of a share of Series F Preferred Stock, par value $0.001 per share (the “Preferred Shares”), of the Company, at a price of $275 per one one-thousandth of a Preferred Share represented by a Right, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”), dated August 30, 2022, between the Company and Computershare Trust Company, N.A., as Rights Agent.
The Rights Agreement (which includes the Form of Certificate of Designation of Series F Preferred Stock as Exhibit A, the Form of Rights Certificate as Exhibit B, and the Summary of Rights as Exhibit C) is attached hereto as an exhibit and is incorporated herein by reference. The description of the Right is incorporated herein by reference to the description set forth under “Material Modification to Rights of Security Holders” in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 31, 2022 and is qualified in its entirety by reference to the Rights Agreement and such exhibits thereto.
Item 2. Exhibits
The documents listed below are filed as exhibits to this Registration Statement.
2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| ASHFORD INC. | |||
| By: | /s/ Alex Rose | ||
| Name: | Alex Rose | ||
| Title: | Executive Vice President, General Counsel and Secretary | ||
Dated: August 31, 2022