Current Report Filing (8-k)

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): April 27, 2022

SOTHERLY HOTELS INC.

SOTHERLY HOTELS LP

(Exact name of Registrant as Specified in Its Charter)

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.)

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:

☐	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).

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 ☐

Securities registered or to be registered pursuant to Section 12(b) of the Act.


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
8.25% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value	SOHON	The NASDAQ Stock Market LLC

Item 1.01 Entry into a Material Definitive Agreement.

On April 27, 2022, Sotherly Hotels Inc., a Maryland corporation (the “Company”), Sotherly Hotels LP, a Delaware limited partnership of which the Company is the sole general partner (the “Operating Partnership”), and MHI Hospitality TRS, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of the Operating Partnership (the “TRS” and, together with the Company and the Operating Partnership and their respective subsidiaries, “we”, “our” and “us”) entered into a Third Amendment (the “Third Amendment”) to the Master Agreement (the “Master Agreement”) with Our Town Hospitality LLC, a Virginia limited liability company (“Our Town”), as well as amendments (the “Hotel Amendments”) to each of the individual hotel management agreements (the “Hotel Agreements”) for the management of the Company’s hotels.

Pursuant to the Third Amendment the initial term of the Master Agreement was extended by ten years, from March 31, 2025 to March 31, 2035 and, pursuant to the Hotel Amendments, the initial term of each Hotel Agreement was also extended by ten years, from March 31, 2025 to March 31, 2035. The other material terms of the Master Agreement and the Hotel Agreements remain unchanged.

Following a transaction effective as of March 31, 2022 Mr. Folsom, our President and Chief Executive Officer and a member of our Board of Directors, directly or indirectly, owns 5.7% of the outstanding membership interests in Our Town and Mr. Sims, our Chairman and a member of our Board of Directors, directly or indirectly, owns 94.3% of the outstanding membership interests in Our Town. Each of Mr. Folsom and Mr. Sims also serve on the Our Town board of directors. The Company’s audit committee considered and approved the Third Amendment and the Hotel Amendments and the related party aspects of those transactions arising from Mr. Folsom’s and Mr. Sims’ collective ownership of Our Town and their positions on Our Town’s board of directors.

The foregoing summary description of the Third Amendment, including the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the Third Amendment, which is filed herewith and incorporated by reference hereto as Exhibit 10.27.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.27		Third Amendment to Master Agreement by and among Sotherly Hotels Inc., Sotherly Hotels LP, MHI Hospitality TRS, LLC, and Our Town Hospitality LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: April 27, 2022	SOTHERLY HOTELS INC.

	By:	/s/ Anthony E. Domalski
		Anthony E. Domalski
		Chief Financial Officer
	SOTHERLY HOTELS LP

		by its General Partner,
		SOTHERLY HOTELS INC.

	By:	/s/ Anthony E. Domalski
		Anthony E. Domalski
		Chief Financial Officer