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): July 10, 2020

 

 

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Exchange on Which Registered

Shares of Beneficial Interest, without par value

  IHT   NYSE AMERICAN

 

 

 

  
   

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On July 1, 2020, 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, 2020 (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.

 

On April 28, 2020 lnnsuites Hospitality Trust (the “Company” or “IHT”) filed Form 8-K, providing an update on filing of its Annual Report on Form 10-K for the fiscal year ended January 31, 2020. The Company took relief under Order (Release No. 34-88318) issued by the Securities and Exchange Commission (the “SEC”) under Section 36 of the Exchange Act granting exemptions from specified provisions of the Exchange Act and certain rules thereunder (the “Order”). The Company took reliance on the Order and furnished the Current Report on Form 8-K by the original filing deadline of the report. The Company expecting to file its Annual Report on Form 10-K approximately 45 days after April 30, 2020 (June 14, 2020).

 

On June 11, 2020 the Company filed Form NT-10K re-evaluating its need for an additional extension under Rule 12b-25 at this time, as contemplated by the Order, seeking an additional fifteen (15) calendar days. Reasons for the further relief on the current form 12b-25 remain the same as the Company’s previous Form 8-K, filed April 28, 2020, specifically:

 

“As result of the global outbreak of the COVID-19 virus and by state order, employees and management are practicing social distancing, working from home and working flexible hours. Additionally, the Company has been impacted by the challenges to its business and the hospitality industry in general caused by the COVID virus, resulting in a tremendous drain on its resources. Also, the Company has been working with its audit firm, to provide the necessary audit support while also dealing with the additional workload caused to the COVID-19 virus.

 

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.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1 Press Release of InnSuites Hospitality Trust, dated July 10, 2020.

 

  
   

 

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/ Craig S. Miller
    Craig S. Miller
    Principal Accounting Officer

 

Date: July 10, 2020

 

  

 

 

Exhibit 99.1

 

IHT RECEIVES NOTICE FROM NYSE AMERICAN 

 

Phoenix, AZ, July 10, 2020.

 

InnSuites Hospitality Trust (NYSE American: IHT), which owns and operates hotels, and provides management services for hotels, received notice from NYSE Regulation on July 1, 2020 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, 2020. 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 July 20, 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