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 6, 2024
SOTHERLY HOTELS INC.
SOTHERLY HOTELS LP
(Exact name of Registrant as Specified in Its Charter)
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Maryland (Sotherly Hotels Inc.) Delaware (Sotherly Hotels LP) | 001-32379 (Sotherly Hotels Inc.) 001-36091 (Sotherly Hotels LP) | 20-1531029 (Sotherly Hotels Inc.) 20-1965427 (Sotherly Hotels LP) |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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306 South Henry Street, Suite 100 Williamsburg, Virginia |
| 23185 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (757) 229-5648
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:
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☐ | 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:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value | SOHO | The NASDAQ Stock Market LLC |
8.0% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value | SOHOB | The NASDAQ Stock Market LLC |
7.875% Series C Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value | SOHOO | The NASDAQ Stock Market LLC |
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8.25% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value | SOHON | The NASDAQ Stock Market LLC |
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).
Sotherly Hotels Inc. ☐ Sotherly Hotels LP ☐
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.
Sotherly Hotels Inc. ☐ Sotherly Hotels LP ☐
Item 8.01 Other Events.
As previously disclosed in a Form 12b-25 Notification of Late Filing (the “Form 12b-25”) filed on May 16, 2024 and a Form 12b-25 filed on August 12, 2024 by Sotherly Hotels Inc., a Maryland corporation (the “Company”), and Sotherly Hotels LP (the “Partnership”), a Delaware limited partnership of which the Company is the sole general partner (each a “Registrant,” and together, the “Registrants”), the Registrants were delayed in filing their Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 (the "1Q24 Form 10-Q") and June 30, 2024 (the "2Q24 Form 10-Q"), respectively, with the U.S. Securities and Exchange Commission.
The Registrants have concluded their evaluation of the presentation of the preferred units on the balance sheet of the Partnership as permanent equity, rather than as temporary equity (mezzanine), and have concluded that no changes to the presentation were required. On November 5, 2024, the Registrants filed their 1Q24 Form 10-Q. While the Company can provide no assurances as to timing, the Company will continue to work diligently to complete and file the 2Q24 Form 10-Q as soon as practicable.
The Nasdaq Stock Market LLC ("Nasdaq") has granted the Registrants an exception until November 18, 2024 to file their delinquent Form 10-Qs. The Registrants believe they will meet this deadline and regain compliance with the relevant Nasdaq Listing Rules.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
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Date: November 6, 2024 |
| SOTHERLY HOTELS INC. |
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| By: | /s/ Anthony E. Domalski |
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| Anthony E. Domalski |
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| Chief Financial Officer |
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| SOTHERLY HOTELS LP |
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| | | by its General Partner, |
| | | SOTHERLY HOTELS INC. |
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| By: | /s/ Anthony E. Domalski |
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| Anthony E. Domalski |
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| Chief Financial Officer |
