Current Report Filing (8-k)
October 30 2018 - 6:08AM
Edgar (US Regulatory)
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): October 24, 2018
INNSUITES
HOSPITALITY TRUST
(Exact
Name of Registrant as Specified in Charter)
Ohio
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001-07062
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34-6647590
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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InnSuites
Hotels Centre,
1730
E. Northern Avenue, Suite 122
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Phoenix,
AZ
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85020
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(Address
of Principal Executive Offices)
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(Zip
Code)
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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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
2.01 Completion of Acquisition or Disposition of Assets.
Effective
October 24, 2018, the final closing occurred as provided for in the Purchase and Sale Agreement (“Agreement”)
dated July 31, 2018 between Yuma Hospitality Properties LLLP (“Yuma”), a subsidiary of InnSuites Hospitality Trust
(the “Trust”), and Palm Springs Inn, LLC (“Buyer”), an unrelated third party. Pursuant to the Agreement,
as revised, the Buyer acquired the InnSuites Yuma Hotel and Suites Best Western for $16.050 million with an estimated basis of
approximately $4.6 million, which will result in a recognition of a significant profit after transactional costs. Right,
title and interest to the InnSuites Yuma Hotel and Suites Best Western hotel property and operating assets were transferred
on October 24, 2018. The Trust has attached as Exhibit 99.1 unaudited pro forma condensed consolidated financial statements to
illustrate the pro forma effects of this disposition of assets.
The
information in Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed
to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall expressly
set forth by specific reference in such filing. The foregoing description is not intended to be complete and is qualified in its
entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to the Current Report on Form 8-K
filed with the United States Securities and Exchange Commission on August 1, 2018 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
99.1 Unaudited pro forma condensed consolidated financial statements of the Trust.
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.
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InnSuites
Hospitality Trust
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By:
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/s/
James F. Wirth
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James F. Wirth
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Chairman
and Chief Executive Officer
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Date:
October 29, 2018
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