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): May 23, 2019
INNSUITES HOSPITALITY TRUST
(Exact Name of Registrant as Specified in Charter)
Ohio | 001-07062 | 34-6647590 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
InnSuites
Hotels Centre, 1730 E. Northern Avenue, Suite 122 |
||
Phoenix, AZ | 85020 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (602) 944-1500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On May 17, 2019, InnSuites Hospitality Trust (the “Trust”) received a letter from NYSE Regulation giving an official notice of noncompliance of the Trust with continued listing standards of NYSE American LLC (the “Exchange”) because the Trust failed to timely file with the Securities and Exchange Commission (the “SEC”) its Annual Report on Form 10-K for the year ended January 31, 2019 (the “Delinquent Report”). This filing delinquency subjects the Trust to the procedures and requirements of Section 1007 of the NYSE American Company Guide. If uncured, this filing delinquency could result in suspension of trading or delisting of the Trust’s shares.
The Trust intends to cure the filing delinquency, has contacted the Exchange, and is working diligently to file the Delinquent Report as soon as possible. The Trust was unable to timely file the Delinquent Report because the Trust was delayed in obtaining and compiling information required to be included in the Delinquent Report, which delay the Trust was unable to eliminate without unreasonable effort and expense. On April 30, 2019, the Trust filed a notice in accordance with Rule 12b-25 of the Securities Exchange Act of 1934, stating the reason for the delay, and undertaking that that the Trust would file its Annual Report on Form 10-K no later than May 15, 2019, the fifteenth calendar day following the prescribed due date. The Trust was unable to file on that date as anticipated, and now believes that it will be able to file the Delinquent Report on or before May 31, 2019.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
99.1 Press Release of InnSuites Hospitality Trust, dated May 23, 2019.
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.
InnSuites Hospitality Trust | ||
By: | /s/ James F. Wirth | |
James F. Wirth | ||
Chief Executive Officer |
Date: May 23, 2019
IHT RECEIVES NOTICE FROM NYSE AMERICAN
Phoenix, AZ, May 23, 2019. InnSuites Hospitality Trust (NYSE American: IHT), which owns and operates hotels, and provides management services for hotels, received notice from NYSE Regulation on May 17, 2019 that the Trust is not in compliance with continued listing standards of NYSE American Exchange because IHT has not yet filed its Annual Report on Form 10-K for the year ended January 31, 2019. NYSE Rules require that listed companies timely file all periodic reports. The Trust is working diligently to file the delinquent report as soon as possible, has contacted NYSE Regulation, and now believes that it will be able to file the annual report on or before May 31, 2019. The notice from NYSE Regulation has no immediate effect on the listing or trading of the Trust’s shares.
Forward-Looking Statements
With the exception of historical information, the matters discussed in this news release may include “forward-looking statements” within the meaning of the federal securities laws. Actual developments and business decisions may differ materially from those expressed or implied by such forward-looking statements. Important factors, among others, that could cause IHT’s actual results and future actions to differ materially from those described in forward-looking statements include the uncertain outcome, impact, effects and results of IHT’s review of strategic, operational and structural alternatives, and the risks discussed in IHT’s SEC filings. Forward-looking statements are not guarantees of future performance due to numerous risks and uncertainties, such as: local, national or international economic and business conditions; competition, loss of membership contracts; effectiveness of IHT’s software program; and other factors. Such uncertainties, and others affecting IHT are described in greater detail in our filings with the Securities and Exchange Commission. Although we believe our current expectations to be based upon reasonable assumptions, we can give no assurance that our expectations will be attained. IHT expressly disclaims any obligation to update any forward-looking statement contained in this news release to reflect events or circumstances that may arise after the date hereof, all of which are expressly qualified by the foregoing, other than as required by applicable law.
Contact:
FOR
FURTHER INFORMATION:
Marc Berg, Executive Vice President
602-944-1500
email: mberg@innsuites.com