Form 8-K - Current report

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 22, 2024

ASHFORD INC.

(Exact name of registrant as specified in its charter)

Nevada

001-36400

84-2331507

(State or other jurisdiction of incorporation
or organization)

(Commission
File Number)

(IRS employer
identification number)

14185 Dallas Parkway

Suite 1200

Dallas

Texas

75254

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (972) 490-9600

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))

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).

Emerging growth company ☐

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. ☐

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock

AINC

NYSE American LLC

Preferred Stock Purchase Rights

NYSE American LLC

ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING

In connection with the events described in Items 5.07 and 8.01 below, on July 22, 2024, Ashford Inc. (the “Company” or “Ashford”) requested that the NYSE American LLC (the “NYSE American”) suspend trading of Ashford common stock on the NYSE American and file with the Securities and Exchange Commission (the “Commission”) a Form 25 to request the removal of the common stock from listing on the NYSE American and to deregister the common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, Ashford common stock will no longer be listed on the NYSE American. The Company intends to terminate the registration of common stock under the Exchange Act and cease reporting as a public company.

The last day of trading of Ashford common stock will be July 26, 2024.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On July 22, 2024, the Company held a special meeting of stockholders (the “Special Meeting”). Set forth below are the matters voted upon at the Special Meeting and the estimated preliminary voting results reported by Broadridge Financial Solutions, Inc. These preliminary voting results will be updated through the filing of an amendment to this Current Report on Form 8-K to reflect the final certification of results from the independent inspector of election.

At the Special Meeting, a majority of votes cast at the Special Meeting of our common stock (taking into account our Series D Convertible Preferred Stock on an as-converted basis and with abstentions and broker non-votes not counting as votes cast) voted to effect a 1-for-10,000 reverse stock split of the Company’s common stock (the “Reverse Stock Split”). Based on the estimated preliminary results, the Reverse Stock Split was approved with 6,981,458 shares of common stock voting in favor of the Reverse Stock Split, 516,712 shares voting against the Reverse Stock Split, 536 shares abstaining and 0 broker non-votes. Also at the Special Meeting, a majority of the issued and outstanding shares of our common stock (taking into account our Series D Convertible Preferred Stock on an as-converted basis) that are not beneficially owned by (i) Monty J. Bennett, who is our Chief Executive Officer and Chairman of the Board, and (ii) Archie Bennett, Jr., who is Monty J. Bennett’s father, and affiliated trusts of Archie Bennett, Jr., voted to adopt a waiver of the prohibition on Rule 13e-3 transactions contained in Section 3.03 of that certain Investor Rights Agreement entered into as of November 6, 2019 by and among the Company, Archie Bennett, Jr., Monty J. Bennett and certain other parties (the “IRA Waiver”). Based on the estimated preliminary results, the IRA Waiver was approved with 1,501,002 shares of common stock voting in favor of the IRA Waiver, 508,673 shares voting against the IRA Waiver, 3,211 shares abstaining and 437,757 broker non-votes. Additionally, a majority of votes cast at the Special Meeting of our common stock (taking into account our Series D Convertible Preferred Stock on an as-converted basis and with abstentions and broker non-votes not counting as votes cast) voted to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to approve the Reverse Stock Split and IRA Waiver (the “Adjournment Proposal”). Based on the estimated preliminary results, the Adjournment Proposal was approved with 6,973,684 shares of common stock voting in favor of the Adjournment Proposal, 513,822 shares voting against the Adjournment Proposal, 11,200 shares abstaining and 0 broker non-votes.

ITEM 8.01 OTHER EVENTS

As previously announced, on April 1, 2024, the Board of Directors of the Company (the “Board”), upon the recommendation of the Special Committee of the Board consisting entirely of independent and disinterested directors, approved a transaction whereby the Company would, subject to obtaining the requisite approval of the Company’s stockholders at a Special Meeting, effect the approved Reverse Stock Split, followed by a 10,000-for-1 forward stock split of the Company’s common stock, which does not require stockholder approval under Nevada law (the “Forward Stock Split,” and together with the Reverse Stock Split, the “Transaction”).

The Reverse Stock Split and the Forward Stock Split will be effective on July 29, 2024 at 5:01 p.m. Eastern Time and 5:02 p.m. Eastern Time, respectively. As a result of the Transaction, each stockholder owning fewer than 10,000 shares of the Company’s common stock in any one account immediately prior to the effective time of the Reverse Stock Split will receive $5.00 per share, without interest, in cash for each share of the Company’s common stock held by such stockholder at the effective time of the Reverse Stock Split, and such stockholder will no longer be a stockholder of the Company. The cash payment will be made on or about August 7, 2024.

Stockholders who own 10,000 or more shares of the Company’s common stock in any one account immediately prior to the effective time of the Reverse Stock Split will not be entitled to receive any cash for their fractional share interests resulting from the Reverse Stock Split, if any. The Forward Stock Split that will immediately follow the Reverse Stock Split will reconvert whole shares and fractional share interests held by such stockholders back into the same number of shares of the Company’s common stock held by such stockholders immediately before the effective time of the Reverse Stock Split. As a result, the total number of shares of the Company’s common stock held by such stockholders will not change.

The press release announcing the results of the Special Meeting and the Company’s intent to delist and deregister its common stock is filed as Exhibit 99.1 and is incorporated herein by reference.

For a more detailed discussion of the Transaction, please see the definitive proxy statement of the Company, filed June 21, 2024 with the Commission.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number Description

99.1 Press Release of the Company, dated as of July 22, 2024

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

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.

Dated: July 22, 2024


			ASHFORD INC.

			By:			/s/ ALEX ROSE
						Alex Rose
						Executive Vice President, General Counsel & Secretary

Contact:

Deric Eubanks

Joe Calabrese

Chief Financial Officer

Financial Relations Board

(972) 490-9600

(212) 827-3772

ASHFORD INC. ANNOUNCES RESULTS OF SPECIAL MEETING OF STOCKHOLDERS

COMPANY TO TERMINATE REGISTRATION OF ITS COMMON STOCK

DALLAS, July 22, 2024 – Ashford Inc. (NYSE American: AINC) (“Ashford” or the “Company”), today announced that at the Special Meeting of Stockholders held on July 22, 2024, the Company’s stockholders voted to approve proposals to effect a 1-for-10,000 reverse stock split of the Company’s common stock, which will be followed immediately by a 10,000-for-1 forward stock split, and to adopt a waiver on the prohibition on Rule 13e-3 transactions contained in Section 3.03 of the Investor Rights Agreement entered into as of November 6, 2019 by and among the Company, Archie Bennett, Jr., Monty J. Bennett and certain other parties.

The last day of trading on the NYSE American of the Company’s common stock will be July 26, 2024. The reverse and forward stock splits will be effected on July 29, 2024 at 5:01 p.m. Eastern Time and 5:02 p.m. Eastern Time, respectively.

As a result of the reverse stock split, each share of the Company’s common stock held by a stockholder of record owning fewer than 10,000 shares of the Company’s common stock in any one account immediately prior to the effective time of the reverse stock split will be converted into the right to receive $5.00 in cash, without interest, and such stockholders will no longer be stockholders of the Company. To be entitled to such cash payment, a stockholder must be a record holder of fewer than 10,000 shares immediately prior to the effective time of the reverse stock split. Investors who purchase fewer than 10,000 shares prior to the effective time of the reverse stock split and settle such purchases after the effective time shall not be entitled to such cash payment and instead their trades will be settled on a post-forward stock split basis. The cash payment will be made on or about August 7, 2024.

Stockholders owning 10,000 or more shares of the Company’s common stock in any one account immediately prior to the effective time of the reverse stock split will not be entitled to receive any cash for their fractional share interests resulting from the reverse stock split, if any, and will instead remain stockholders in the Company holding, as a result of the forward stock split, the same number of shares of common stock as such stockholders held immediately before the effective time of the reverse stock split.

The Company has requested that the NYSE American LLC (“NYSE American”) suspend trading of Ashford common stock on the NYSE American and file with the Securities and Exchange Commission (“SEC”) a Form 25 to request the removal of the common stock from listing on NYSE American and to deregister the common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended.

As previously announced, the Company is undertaking the deregistration and delisting transaction to avoid the substantial cost and expense of being a public reporting company and to allow the Company to focus on continued growth and enhancing long-term stockholder value. The Company anticipates savings of approximately $2,500,000 on an annual basis as a result of the proposed deregistration and delisting transaction.

For more information regarding the Company’s deregistration and delisting transaction, please refer to the definitive proxy statement on Schedule 14A filed with the SEC on June 21, 2024.

Forward Looking Statements

Certain statements and assumptions in this press release contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release include, among others, statements about the Company’s strategy and future plans. These forward-looking statements are subject to risks and uncertainties. When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. Such statements are subject to numerous assumptions and uncertainties, many of which are outside Ashford Inc.’s control.

These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation: our ability to maintain compliance with NYSE American LLC continued listing standards; our ability to consummate the transaction on the terms described herein, if at all; Form S-3 eligibility; our ability to repay, refinance or restructure our debt and the debt of certain of our subsidiaries; anticipated or expected purchases or sales of assets; our projected operating results; completion of any pending transactions; our understanding of our competition; market trends; projected capital expenditures; the impact of technology on our operations and business; general volatility of the capital markets and the market price of our common stock; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the markets in which we operate, interest rates or the general economy; and the degree and nature of our competition. These and other risk factors are more fully discussed in the Company’s filings with the Securities and Exchange Commission.

The forward-looking statements included in this press release are only made as of the date of this press release. Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. You should carefully consider this risk when you make an investment decision concerning our securities. Investors should not place undue reliance on these forward-looking statements. The Company can give no assurance that these forward-looking statements will be attained or that any deviation will not occur. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations, or otherwise, except to the extent required by law.

Cover Page Cover Page	Jul. 22, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 22, 2024
Entity Registrant Name	ASHFORD INC.
Entity Incorporation, State or Country Code	NV
Entity File Number	001-36400
Entity Tax Identification Number	84-2331507
Entity Address, Address Line One	14185 Dallas Parkway
Entity Address, Address Line Two	Suite 1200
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75254
City Area Code	972
Local Phone Number	490-9600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001604738
Amendment Flag	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	AINC
Security Exchange Name	NYSEAMER
Preferred Stock Purchase Right
Entity Information [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights
Security Exchange Name	NYSEAMER
No Trading Symbol Flag	true